The Tokai Bank, Limited
Transcription
The Tokai Bank, Limited
The Tokai Bank, Limited ● ● ● STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ANNUAL REPORT 1 A P R I L 1 9 9 8 9 9 - 9 M A R C H 1 9 9 9 Contents Financial Highlights.................................................................................... 1 A Message from the Management.............................................................. 2 Strategic Initiatives for the New Millennium ............................................ 6 Improved Earnings Structure ................................................................. 6 Disposal of Problem Loans..................................................................... 11 Rebuilding Capital Structure.................................................................. 16 Improved Efficiency................................................................................ 19 Strategic Alliance with Asahi Bank......................................................... 22 Company System & Non-Board Member Executive Director System .................................................................................. 25 Year 2000 Readiness Disclosure ............................................................. 28 Topics....................................................................................................... 31 Risk Management.................................................................................... 36 Compliance System................................................................................. 50 Financial Section ........................................................................................ 51 Six-Year Financial Summary ..................................................................... 52 Financial Review ........................................................................................ 53 Consolidated Financial Statements ........................................................... 58 Additional Non-Consolidated Financial Information ............................. 78 Top Management .......................................................................................103 Organization Chart ....................................................................................104 International Directory...............................................................................106 Overseas Network .......................................................................................108 Corporate Data ...........................................................................................113 Note: The English translations in this annual report of the names of and terms relating to the various laws promulgated by the Financial Reconstruction Commission (FRC) employ the provisional translations used by the FRC. Financial Highlights For the years ended March 31, 1999 and 1998 Selected Data for The Tokai Bank, Limited and Consolidated Subsidiaries Yen In millions, except per share data 1999 For the Fiscal Year (Loss) Income before Income Taxes and Minority Interest Net (Loss) Income ¥ At Fiscal Year-end Total Assets Securities Loans and Bills Discounted Deposits Stockholders’ Equity Per Share Data Net (Loss) Income Stockholders’ Equity U.S. Dollars 1999 1998 (368,620) (286,763) ¥ 16,330 14,257 $ (3,058) (2,379) ¥31,839,710 4,574,963 18,869,157 20,842,935 1,564,430 ¥34,920,728 4,279,644 20,504,164 22,051,406 1,065,787 $264,120 37,951 156,526 172,899 12,977 ¥ ¥ $ (1.186) 3.185 (143.01) 383.96 Cash Dividends 5.33 475.98 7.00 8.50 0.058 Dollar amounts represent translation of yen at the rate of ¥120.55 to US$1 prevailing on March 31, 1999. ● Yen and U.S. dollar amounts are rounded to the nearest whole number or decimal. ● Net Income (Loss) Total Assets Stockholders’ Equity (¥ Billions) (¥ Trillions) (¥ Billions) 20 1,564 1,600 40 16.8 35.4 14.3 32.5 10 34.9 33.1 31.8 1,200 30 1,113 4.6 1,061 1,066 97 98 959 0 20 800 -10 10 400 5 (134.6) 95 96 97 98 (286.8) 99 0 95 96 97 98 99 0 95 96 99 1 The Tokai Bank, Limited A Message from the Management Japan’s financial industry is facing a watershed in the form of unprecedented largescale bankruptcies and ongoing speedy globalization. In October 1998, a framework for stabilizing Japan’s financial system was established based on the Financial Reconstruction Law and the Financial Function Early Strengthening Law, which has since provided a measure of market calm. ● Yet restoring trust in Japan’s financial system ● ● Management Plan (extending to the fiscal year ending remains a pressing task. Banks must first revitalize March 2003), and the steady implementation of its management by quickly restoring asset quality and initiatives is a management priority. then tackle the tasks of reconstructing business to remain in step with changing markets, thoroughly streamlining management, and raising efficiency. Tokai Bank began its 11th Long-Term Management Fiscal Year Ended March 1999 in Review Net business profit, excluding addition to the general reserve, decreased by ¥15.8 billion year-on- Plan in April 1998 for the three years ending March year to ¥175.8 billion on a non-consolidated basis. 2001 to create a dynamic management structure by Although bond-related profits declined by ¥32.9 focusing its resources on businesses in which the Bank billion, positive factors included an increase in can excel, reducing operating costs and creating a interest income and a decrease in operating expenses. powerful earnings structure. In March 1999 we set the Tokai Bank implemented thorough initiatives in “Plan to Revitalize Management” as part of our areas such as expediting the final disposal of problem application for public funds. This five-year plan loans and taking preventive measures by setting aside complements the “new” 11th Long-Term reserves to cover the possibility of further asset 2 The Tokai Bank, Limited ¥185.7 billion. However, as a result of our aggressive disposal of problem loans, the amount and ratio of problem loans under the new disclosure standards have declined sharply. At the same time, our coverage ratio has reached a sizable level. We therefore believe the worst is behind us and we are positioned to make a fresh start. Capital Injection of Public Funds With the aim of bolstering the capital ratio, which had declined as a result of the aggressive problem loan disposal in the fiscal year ended March 1999, and to ensure a sound financial base that will allow us to Hideo Ogasawara, President extend credit smoothly, so that we may continue to meet our social responsibility as a financial deterioration given Japan’s prolonged economic institution, Tokai Bank applied for a capital injection recession. These efforts were conducted in full of public funds amounting to ¥600 billion in March compliance with “The Viewpoint on the Write-Offs 1999. Upon passing the FRC’s rigorous scrutiny, the and Allowances in Association with the Capital Bank received these public funds through the issue of Injection” issued by the Financial Reconstruction convertible bond type preference shares. At the same Commission (FRC) and the Financial Supervisory time, we also raised ¥122.0 billion in common stock Agency’s Financial Inspection Manuals. As a result, through the allocation of these new shares to third credit-related charges totaled ¥577.6 billion, parties. As a result of these measures, we have significantly exceeding the level in the previous fiscal achieved a capital ratio exceeding 12 percent. year, and loss before income taxes totaled ¥313.8 Looking forward, Tokai Bank will make every effort billion. The Bank therefore reported a net loss of to contribute to the stability of the financial system by 3 The Tokai Bank, Limited bolstering loans to medium- and small-sized margin transactions overseas and with large corporate companies and to individuals. At the same time, in customers. By the end of the fiscal year ending March steadily implementing the strategies of our Plan to 2003, we plan to increase lendings to medium- and Revitalize Management, we will work to boost our small-sized companies by ¥1.3 trillion and loans to earning capability and to steadily redeem the public individuals by ¥1.0 trillion, but to reduce lendings to funds received. large-sized companies by ¥700 billion. We also plan to sell ¥500 billion in cross-shareholdings and to reduce Strategies for the Future The Plan to Revitalize Management we implemented when we applied for public funds will overseas assets by ¥1.0 trillion primarily by restraining transactions with non-Japanese-affiliated customers. In addition, by the fiscal year ending March 2003, end only when the public funds are fully repaid. Our we plan to bolster earnings by significantly improving objectives under this plan, which we are totally the spread on domestic lending, excluding loans to committed to achieving, are net business profit of individuals and public entities. ¥230 billion, a Tier 1 ratio of at least 8 percent, a capital ratio of at least 12 percent, and a consolidated ROE of at least 10 percent. We will devote the next Greater Efficiency Tokai Bank is now moving ahead in restructuring four years to completely reconstructing our business, and streamlining its marketing and support drastically revamping our efficiency and reforming framework, executing a thorough program of raising our asset composition over and above what we have personnel and branch efficiency. As a result, we expect done in the past, thereby building a stable earnings a ¥26.4 billion decrease in operating expenses by the structure. fiscal year ending March 2003. To effectively execute these strategies, in May 1999 Reform of Asset Composition and Improved we refined our “company system” with a focus on Earnings Structure domestic business divisions. We are implementing We are focusing management resources on our core measures that incorporate our regional strengths, and customer segments of medium- and small-sized have created a system conducive to expanding our companies and individuals, while scaling back low- earnings. 4 The Tokai Bank, Limited Strategic Alliance With Asahi Bank Tokai Bank and Asahi Bank share a common Looking Forward Amid the turbulence within the financial industry, business strategy of concentrating management banks must reaffirm their origin. That is to say, they resources on medium- and small-sized companies are financial institutions that extend credit based on and individuals. Our strategic alliance has the goal of the ability to determine the creditworthiness of raising cost competitiveness and strengthening potential borrowers. Step by step, we must management capabilities beyond the levels each bank successfully execute our Plan to Revitalize could achieve alone. Looking forward, we will create a Management and fully repay the public funds received financial holding company with overwhelming through the earnings generated, thereby restoring the predominance in serving middle-market and retail confidence of shareholders, depositors and the public customers. We aim to configure this financial holding at large. company in the form of what we term a “Multi- I personally pledge that Tokai Bank will successfully Regional Bank,” with participation open to other realize its Plan to Revitalize Management. All of us at regional banks and other types of financial Tokai Bank are committed to this end, and institutions. This alliance will proceed in two stages. respectfully seek the continuing support of our In the first stage, we are setting forth policies to customers and shareholders. enhance convenience for our customers and raise efficiency. After each bank has completed the disposal of its respective problem loans, the second stage will take place between the fiscal years ending March 2002 and March 2003, creating a financial holding company. In the second stage, we will work toward a Hideo Ogasawara significant increase in efficiency, with the goal of President reducing costs by ¥25 billion. June 1999 5 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Improved Earnings Structure Core components of Tokai Bank’s Plan to Revitalize Management are improving our ability to generate earnings and raising operational efficiency. Fundamental strategies for doing so are the reform of our asset composition and the building up of a new marketing and support framework. ● ● ● calculated using domestic net investment in business and interest income on deposits and product development on the core loans is not on a par with that of businesses in which we can meet Japan’s Big Bang have resulted in other city banks. We are therefore their needs competitively, rapid deregulation that has continuing to raise efficiency and effectively and profitably. Thus will increased both the diversity of reduce operating expenses through we achieve higher customer customer needs and banks’ ability streamlining. In sum, by focusing satisfaction and create a strong, to meet them with a wider variety our resources on strategic markets stable earnings structure. of products and higher level of and raising our operating Equipped with a clear customer service. These trends have created efficiency, Tokai Bank will build a focus as outlined below, Tokai opportunities to generate increased stable earnings stream, and Bank will be able to raise asset earnings, but also have increased through the reform of our asset efficiency and strengthen its competition and pressured composition come out as a winner, earnings capabilities. segment profitability as new non- capitalizing on the opportunities financial participants have joined presented by the Big Bang. REFORM OF ASSET COMPOSITION The globalization of finance and ● domestic and overseas financial institutions in the financial services marketplace. In this environment, Tokai Bank CORE CUSTOMERS Term Management Plan, which began in April 1998, we examined back marginal businesses so that our customer base comprehensive- we can focus management ly to determine areas in which we resources on areas in which we excelled and in which we had the command a competitive greatest potential to win and retain advantage. This is supporting our business. We then adopted the drive to further raise customer policy of focusing management satisfaction and create a strong, resources on these areas, so that we stable earnings structure. may become even more predominant business base in the Chubu region, our return on assets 6 The Tokai Bank, Limited Individual customers Medium- and small-sized companies (including large-sized companies with net assets of ¥50 billion or less) In formulating the 11th Long- is reviewing operations to scale Moreover, despite our ● competitive in them. Having thus defined our core customers, we will concentrate REFORM OF ASSET COMPOSITION UNDER THE PLAN TO REVITALIZE MANAGEMENT The 11th Long-Term Management Plan, covering the three years ending March 2001, includes a focus on asset expansion in core customer groups through the expansion of loans to medium- and small-sized companies and individuals. On the ● ● ● other hand, we will reduce transactions overseas and with large-sized companies. This will result in a significant shift in our asset composition. With the capital injection of Goals of the Plan to Revitalize Management (compared with the fiscal year ended March 31, 1998) Lending to medium- and smallsized companies +¥1.3 trillion public funds, we have extended the Loans to individuals +¥1 trillion 11th Long-Term Management Plan Cross-shareholdings -¥500 billion 1998 to March 2003, concurrently Lending to large-sized companies -¥700 billion implementing the Plan to Overseas transactions -¥1 trillion by two years, to run from April Revitalize Management for additional strategic focus. This plan places sharper emphasis on our focus on reducing lowermargin transactions overseas and Earnings Gains Through Reform of Asset Composition (compared with the fiscal year ended March 31, 1998) with large-sized companies while Lending to medium- and small-sized companies increasing lending to medium- and Loans to individuals +¥8 billion Lending to large-sized companies -¥3 billion Overseas transactions -¥2 billion small-sized companies and individuals. As such, it makes an important contribution to our efforts to reform our asset Total +¥10 billion +¥13 billion composition and improve our earnings structure. In addition, we plan to increase gross business profit by ¥13.0 billion as a result of the drive to reform our asset composition. As of March 31, 1999, we had made the following progress Progress in Achieving These Targets (as of March 31, 1999) Lending to medium- and small-sized companies (including large-sized companies with net assets of ¥50 billion or under) +¥150 billion (11.5%) Loans to individuals +¥150 billion (15.0%) Cross-shareholdings -¥80 billion (16.0%) Lending to large-sized companies -¥60 billion (8.5%) toward our goals, as summarized in the charts to the right. Weak economic conditions and corporate performance in Japan Overseas transactions -¥630 billion (63.0%) (Percentages represent progress toward total planned amounts) have restrained demand for capital among medium- and small-sized 7 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● companies, so we have increased ● require the following moves to Reduction in overseas lending to this customer group, transactions, with a focus on build up a new marketing and including large-sized companies transactions with non-Japanese- support framework that facilitates with net assets of ¥50 billion or affiliated customers, has proceeded increased business with medium- under, by only ¥150 billion. Loans steadily, supported by and small-sized companies and to individuals, however, have consolidation of our overseas individuals. In other words, increased by ¥150 billion, a record- network of operating bases strengthening our ability to high increase for a single year. implemented ahead of schedule. develop business with core Sales of cross-shareholdings customers is essential to meeting Our effort to improve earnings is generally proceeding as planned. the objectives of the Plan to Lending to large-sized Given the ongoing shift among Revitalize Management. companies decreased by ¥60 large-sized companies toward billion. We plan to accelerate these financing through the capital reductions based on the policy markets, we must continue to decisions made for each build a strong, stable earnings relationship over and above structure based on increasing loan targets. assets from transactions with core totaled ¥80 billion. A NEW MARKETING & SUPPORT FRAMEWORK This initiative has two core components. The first is focusing on core customer segments and delivering products and services customers. This in turn will Domestic Branch Structure Network Centers Regional Main Branches Area Core Branches Focus on large companies; integrating each branch under its umbrella and expanding market share in their areas Focus on middlemarket customers and corporate customers within their areas 8 The Tokai Bank, Limited General Branch Offices Core Branches Focus on large companies and administration Specialized Branches (Retail Specialty Boutiques) S Shops SS Shops F Shops L Shops Full service branches focusing on deposit and loan transactions with individuals Mini-branches concentrating on areas such as retail ATM transactions Individual customers can handle all retail transactions at any F Shop, regardless of the branch where the customer’s account was opened. Offer a full line of retail services, from loans to asset management. Various services, such as loan consultation, available outside normal banking hours. Located in model home display areas, L Shops will specialize in housing-related finance. Open during normal banking hours and other times such as during model home display area operating hours. ● ● ● that meet specific needs in each of main urban areas of Japan, Specialized branches will embrace those segments. The second is forming the cornerstones of a the shop concept and develop reducing personnel, lowering our network that can respond to the tightly focused market segments, cost structure and raising particular needs of each area. We with four types according to efficiency. To achieve these goals have created three types of these function: S Shops, SS Shops, F simultaneously, we are taking regional main branches: a regional Shops and L Shops. Reduced initiatives to completely revamp main branch in the Chubu region, staffing at these branches is our marketing framework, and to area core branches in the city contributing to heightened build up a totally new branch centers of Nagoya, Osaka, Tokyo efficiency. network and structure for and so on, and a core branch each customer liaison and back-office in the cities of Tokyo, Osaka, the branch network, headquarters administration. Nagoya and Kyoto. is providing support to branches to At present, 22 domestic branches Reorganization of Domestic are serving as network centers in Operating System the new “hub-and-spoke” system. As part of the restructuring of further raise business development efficiency and productivity. Retail loan centers exemplify the Functioning as mini headquarters improved customer access and Management Plan, we have begun in their respective regions, these efficiency of our new branch reorganizing our domestic branch branches have specialists in areas organization. Directly accessible to network into a “hub-and-spoke” such as business promotion, customers, these centers handle the system. This effort entails revising derivatives, M&A and capital entire loan process for medium- our prior approach of having each market finance, and assign them to and small-sized companies and branch offer a complete line-up of other branches within the network individuals, providing loan advice products and services in favor of a according to customer needs. As a and accepting loan applications, system with three types of result, our branch network has then undertaking credit inspection branches: network centers (at the raised its flexibility, level of service, and post-loan account hub of the regional branch and precision in meeting customer management. The direct access has network), traditional general needs, and is making good enhanced customer convenience, branches, and specialized progress in expanding our and our introduction of an auto- branches. These types of branches presence in the target middle scoring system for credit will be linked so that they can market. investigation has increased our Under the 11th Long-Term Specialized branches, together responsiveness while lowering services customers require while with general branches, serve as the costs. We now have 24 tightly contributing to a more efficient spokes of the network, with a focused loan centers in operation branch network. particular focus on serving directly serving such segments as individual retail customers. housing loan customers, thereby better offer the products and Network centers anchor the 9 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● increasing the speed and efficiency centralized locations to create a with which we serve market needs. “backless” system in which In addition, in May 1999 we branches are relieved of back-office established the Business Support operations. As a result, branches Unit, comprising each division are better able to focus their time organized at the head office, to and resources on meeting support each branch in specialist customer needs, and we have been functions such as private banking. able to reduce administrative Tokai Bank is aggressively developing low-cost, efficient operations that complement personnel through consolidation and efficiency gains. Futhermore, we plan to branch operations. At the same consolidate regional operations time, we are laying down a centers to create a concentrated, structure to support our drive to highly focused operating system, improve ATM capabilities in each which should result in significant region and to expand new direct efficiency gains. Moreover, we have access delivery channels, so as to begun outsourcing administrative provide customers with greater functions such as evaluation and convenience and services that administration of real estate better meet their needs. collateral, loan administration, and the international operations center, Improved Domestic Operating and this has allowed us to increase Structure both efficiency and specialization. While promoting the reorganization of the domestic marketing and support framework, we are at the same time reforming and improving our administration structure such as the domestic branches and centralized administrative divisions. As a result, we will achieve greater efficiency and lower costs. Specifically, we have concentrated branch administrative functions at 10 The Tokai Bank, Limited ● Disposal of Problem Loans Tokai Bank had dealt with problem loans adequately whenever the need arose, but in the fiscal year ended March 1999, the Bank deployed ¥577.6 billion in the resolution of this issue, leading to a significant loss for the fiscal year. The Bank took this extremely prudent approach as a safeguard against the unprecedented and prolonged recessionary conditions in Japan. The disposal of problem loans undertaken in the fiscal year ended March 1999 raised the reserve ratio for loans under risk monitor to 83.5 percent, before partial direct charge-offs, at the end of March 1999. Considering the portion of problem loans that is collateralized, Tokai Bank has essentially completed the disposal of problem loans and management expects net business profit to be sufficient to handle any additional problem loans that may emerge. ● ● CONDITIONS OF PROBLEM LOAN DISPOSAL IN FISCAL YEAR ENDED MARCH 1999 Table 1 shows credit related charges in connection with the disposal of problem loans in the fiscal year ended March 1999. ● continued weakness in the problem loans and removing them domestic economy and to prepare from the Bank’s balance sheet. for the worst-case scenario assuming the emergence of new problem loans, as well as to guard against any further deterioration in POLICY FOR CHARGEOFFS AND ADDITIONS TO RESERVES Autonomy and aggressiveness credit risk overseas, particularly in are the cornerstones of Tokai Asia. This move was also aimed at Bank’s policy for charge-offs and speeding the final resolution of Addition to the general reserve totaling ¥12.7 billion included in (Yen in billions) Table 1: Credit Related Charges (Disposal of Problem Loans) credit charges under net business profit was made from a preventive standpoint. The Bank also deployed an additional ¥564.9 billion to respond proactively to Credit charges under net business profit Addition to general reserve Credit charges under non-recurring profit/loss Charge-off (including specific provision) Loss from sales of loans Loss from sales of loans to CCPC Loss from sales of loans reserved Loss from sales of overseas loans Waiver of claims Addition to reserves for possible losses on loan sales Specific reserve for overseas loan losses Credit charge under extraordinary profit/loss Loss from devaluation of investment in subsidiary Total Fiscal year ended March 31, 1999 12.7 12.7 564.9 307.4 59.8 27.1 32.7 0.0 179.4 10.1 8.1 — — 577.6 Change from fiscal year ended March 1998 -31.6% -31.6% 51.5% -1.0% 211.4% 197.5% 926.4% -99.8% 345.5% 27.0% — -100.0% -100.0% 40.0% Fiscal year ended March 31, 1998 18.5 18.5 372.8 310.8 19.2 9.1 3.2 6.9 40.3 7.9 (5.4) 21.1 21.1 412.4 Note: CCPC stands for Cooperative Credit Purchasing Company, Limited. 11 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● additions to reserves. Complying with the guidelines, “Practical guidance for evaluation of internal control over self valuation of ● ● guarantee is deducted from the CONDITIONS OF PROBLEM LOANS AS OF MARCH 1999 total loan amount, and reserves are set aside for the remainder (in Tokai Bank revised its other words, the “Classification assets, and audits of write-offs of accounting standards as from the IV” portion). Then, partial direct bad loans and allowance for fiscal year ended March 1999, and charge-off is effected in an amount doubtful loans of banks and now employs partial direct charge- equal to such reserve, so that both similar financial institutions,” offs in accordance with the the loan balance and the issued by the Japan Institute of generally accepted accounting corresponding reserve balance will Certified Public Accountants, and standards for the banking industry. be reduced. Loans under risk in accordance with the standards Specifically, the Bank conducts monitor at the end of March 1999 for charge-off and reserve policies partial direct charge-offs using the decreased by ¥301.2 billion after set forth in the Financial collateral or guarantee available for partial direct charge-offs as Inspection Manuals issued by the accounts in formal or de facto compared to what they would have Financial Supervisory Agency bankruptcy: Collateral or amount been using the previous method. (FSA), we book reserves for deemed recoverable under the expected credit losses as follows: The projected loss ratio is first Table 2: Loans Under Risk Monitor (Before Partial Direct Charge-Offs) calculated for each of the borrower (Yen in billions) As of March 31, 1999 before partial direct charge-offs categories, loan classification categories, conditions of coverage by collateral and guarantees, taking into consideration reserves and charge-offs previously made and the average remaining life of loans. Annual Change Loans under risk monitor Ratio of loans under risk monitor Reserves for possible loan losses Reserve ratio specific policies for adding to reserves for asset inspection categories as per the New Disclosure Standards. 12 The Tokai Bank, Limited -444.4 -2.0% -146.2 +18.4% -36.4% — -18.4% — (Yen in billions) As of March 31, 1999 after partial direct charge-offs calculated by multiplying the loan projected loss ratio. Table 7 shows Annual Change (%) Table 3: Loans Under Risk Monitor (After Partial Direct Charge-Offs) Then, expected credit losses are amounts for each category by the 777.2 4.0% 649.5 83.5% Loans to borrowers in legal bankruptcy Overdue loans Loans overdue for at least 3 months Loans with concessions in terms Total loans under risk monitor Loans & bills discounted Ratio to total loans & bills discounted Reserve ratio Reserve for possible loan losses General reserve Specific loan loss provision Specific reserve for overseas loan losses As of March 31, 1998 72.6 248.4 63.9 91.2 476.0 18,676.8 2.5% 55.4% 264.1 92.1 163.9 8.2 1,221.6 6.0% 795.7 65.1% ● ● ● a consolidated basis as required Reconstruction of the Function of monitor. As of the end of March under Article 21 of the revised the Financial System—the so- 1999, loans under risk monitor Banking Law (in effect on called New Disclosure Standards. after partial direct charge-offs December 1, 1998), Tokai Bank is As per the New Disclosure totaled ¥476.0 billion, accounting now reporting exposure to Asia Standards, Tokai Bank divides for 2.5 percent of loans and emerging economies as part of loans according to four borrower outstanding, with a reserve ratio of disclosure of loans under risk categories based on self- 55.4 percent. While loans under monitor. As of the end of March assessment: bankrupt and quasi- risk monitor before application of 1999, overall loans in Asia under bankrupt claims, doubtful claims, the partial direct charge-off risk monitor totaled ¥29.0 billion, substandard claims, and normal method totaled ¥777.2 billion, with a reserve ratio of 84.4 percent. claims. Whereas the problem loan Table 3 shows loans under risk disclosure for loans under risk Besides the loans under risk decreasing from the previous year by ¥444.4 billion, or 36.4 percent, monitor, Tokai Bank now discloses monitor is based on individual the reserve ratio improved by 18.4 the results of asset quality reviews loans, the disclosure under the percentage points to 83.5 percent. based on the Law concerning New Disclosure Standards differs In addition to the disclosure on Emergency Measures for the in that it is the Bank’s assessment Table 4: Exposure to Asia and Emerging Economies (Before Partial Direct Charge-Offs) (Yen in billions) As of March 31, 1999 Indonesia Thailand Malaysia Korea China Taiwan Asia Latin America Africa Eastern Europe Russia Emerging mkts. (excl. Asia) Total 55.4 99.0 61.3 38.6 56.9 57.4 636.3 25.9 5.9 12.6 0.0 44.3 680.6 Annual change Japanese (19.6) (81.0) (22.5) (16.1) (16.2) (14.1) (209.1) (5.8) (5.9) (5.4) (0.0) (17.1) (226.2) 16.8 45.2 2.2 0.3 17.1 14.7 206.1 3.6 0.0 4.8 0.0 8.3 214.4 Non-Japanese Corporate 38.6 53.8 59.1 38.4 39.8 42.7 430.2 22.3 5.9 7.8 0.0 36.0 466.2 13.6 24.9 25.8 14.2 17.1 20.8 213.4 6.2 1.2 3.0 0.0 10.4 223.8 Loans under risk monitor 11.6 7.9 1.3 0.3 3.6 0.0 29.0 0.0 0.0 0.0 0.0 0.0 29.0 Problem loan ratio 20.9% 8.0% 2.1% 0.8% 6.3% 0.0% 4.6% 0.0% 0.0% 0.0% —% 0.0% 4.3% As of March 31, 1998 75.0 179.9 83.8 54.7 73.1 71.5 845.4 31.6 11.8 18.0 0.0 61.4 906.8 Credit amounts by country on a final risk basis. Table 5: Reserve Ratio for Loans to Asia (as of March 31, 1999) Amount under risk monitor 29.0 (Yen in billions) Reserve Specific reserve for overseas loan losses Reserve ratio 24.5 8.2 84.4% Loans under risk monitor (after partial direct charge-offs): ¥26.1 billion The New Disclosure Standards (before partial direct charge-offs): ¥32.0 billion The New Disclosure Standards (after partial direct charge-offs): ¥29.2 billion 13 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● Table 6: Claims Assessment Categories Bankrupt and quasi-bankrupt claims Borrower is subject to bankruptcy, corporate reorganization or composition, or borrower has debts corresponding to these conditions Doubtful claims Borrower is a going concern, and its financial affairs or results are deteriorating with a strong probability that principal and interest payments will be suspended Substandard claims Claims more than 3 months in arrears or loans with concessions in terms that do not fall under the above categories Table 7: Assets as per the New Disclosure Standards After partial direct charge-offs Bankrupt & quasi-bankrupt claims Doubtful claims Substandard claims Subtotal (1+2+3) Normal Total (Yen in billions) As of March 31, 1999 Assessed amount Ratio to total lending 215.5 426.8 111.0 753.2 19,964.8 20,718.1 1.0% 2.1% 0.5% 3.6% 96.4% 100.0% Coverage Coverage ratio 215.5 368.4 54.4 638.3 — — 100.0% 86.3% 49.0% 84.7% — — 100% coverage through collateral, guarantees and reserves Excluding portion covered by collateral and guarantees, we set aside reserves for about 70%. Excluding portion covered by collateral and guarantees, we set aside reserves for about 15%. Regarding “loans to borrowers under watch” within “normal loans,” we set aside reserves for about 3.5% based on the percentage of actual credit losses as calculated using the average loan maturity. of its assets (total claims). Table 6 ratings that serve as the premise for above explains the assessment credit self-assessment and the self- categories, and Table 7 shows assessment process itself and in ACTION FOR FINAL DISPOSAL OF PROBLEM LOANS amounts and coverage ratios addition checks the charge-offs Even if reserves and charge-offs determined by self-assessment based on the self-assessment. To are fully made on an accounting based on the New Disclosure bolster the review system, Tokai level, the disposal of problem loans Standards: the percentage of Bank increased the number of can be truly completed only when problem claims to total credit specialist inspection officers in they have been removed from the extended is low at 3.6 percent, and December 1998, and, during the balance sheet. We are therefore the coverage ratio is at an adequate reorganization that took place in moving ahead toward such final level of 84.7 percent. May 1999, strengthened the system disposal through efforts including by instituting the Credit Review actively recovering problem loans plans and manages self-assessments Division, which is now and moving them off the balance of assets, which are carried out independent of the Credit Planning sheet. In the fiscal year ended twice during a fiscal year, for each Division, where it was attached March 1999, in addition to the term end (with base dates set at the formerly as the Credit Review actual recovery of some problem end of June and December). Department. loans, we conducted bulk sales of The Credit Review Division The Credit Review Division ¥290.4 billion, and sold ¥58.9 independently verifies the credit billion in problem loans to the 14 The Tokai Bank, Limited ● Cooperative Credit Purchasing ● of waiver of claims, direct charge- POLICIES FOR PREVENTING PROBLEM LOAN OCCURRENCE offs and so on, the cumulative total In order to prevent the future Company, Ltd. With the addition of problem loans removed from occurrence of problem loans as the balance sheet as of March 31, much as possible, Tokai Bank has 1999 was ¥1.2 trillion, and we will tightened risk management for continue to be aggressive in individual credits, returning to the improving our balance sheet basic lending principles and through such problem loan shifts. utilizing the lessons learned from To ensure that the Bank the misjudgments of the asset continues to make progress toward bubble era. At the same time, the the final disposal of problem loans, Bank is rigorously implementing we concentrated responsibility for internal procedures and credit the resolution of such loans at monitor and controls based on its seven Credit Management Centers, credit rating system. thus strengthening our system of ● In an effort to improve the managing and recovering problem lending capabilities of Bank loans. These Centers are currently personnel, we now provide staffed by about 100 employees training programs by class and dedicated solely to recovering industry to cover different levels of nonperforming loan assets and employee experience, in addition thereby shortening the time to training programs designed required for final disposal. according to the class and industry of customers. 15 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Rebuilding Capital Structure Banks operating internationally are obliged to ensure sound financial management by maintaining the Bank for International Settlements (BIS) capital ratio requirement of 8.0 percent, and the introduction of Prompt Corrective Action from April 1999 clarified the steps to be taken for failing to meet it. Tokai Bank serves its core Japanese corporate customers expanding internationally, and international operations are critical to serve such clients’ needs and central to our effort to incorporate high-level financial technologies in products that respond to diversifying customer needs. The continued ability to operate internationally is therefore crucial. One objective of our Plan to Revitalize Management is to secure a capital ratio exceeding 12.0 percent and a Tier I capital ratio exceeding 8.0 percent by the fiscal year ending March 2003, the final year of the plan. ● ● ● method for valuing securities, securitization of loans on the Tokai Bank has consistently which meant unrealized gains on other. maintained its capital ratio above securities could not be included in 8.0 percent since the fiscal year the Bank’s capital, exerted March 1999, Tokai Bank disposed ended March 1993, the year in downward pressure on the capital of ¥577.6 billion in problem loans which the BIS standard was ratio. Tokai Bank raised the capital and reported a net loss of ¥185.7 introduced. ratio, however, to 10.25 percent as billion. In March 1999, the Bank a result of bolstering its equity received a capital injection of 1996, Tokai Bank disposed of capital by means of issuing US$1 public funds through the issuance ¥801.9 billion in problem loans, billion in perpetual non- of ¥600 billion in convertible bond which resulted in a net loss of cumulative preferred securities and type preference shares, and raised ¥346.2 billion for the fiscal year. receiving public funds through an additional ¥122.0 billion in This required the use of internal ¥100 billion in subordinated loans common stocks through the reserves, leading to a drop in the on the one hand, and reducing allocation of these shares to third capital ratio to 8.46 percent. In risk-weighted assets through the parties. As a result, Tier I capital CAPITAL RATIO In the fiscal year ended March During the fiscal year ended April 1996, the Bank issued its first preference shares amounting to ¥100 billion to strengthen its Table 8: BIS Equity Ratios (Yen in billions) As of March 31, 1999 capital base, raising the capital At the end of March 1998, the adoption of the acquisition cost 16 The Tokai Bank, Limited As of March 31, 1997 10.25% 1,179 1,055 21,783 9.09% 1,053 1,053 23,163 As of March 31, 1996 Change from March 31, 1998 ratio to 9.09 percent at the end of March 1997. As of March 31, 1998 BIS capital ratio Tier 1 Tier 2 Risk-weighted assets 12.60% 1,598 1,003 20,633 — 419 -52 -1,150 8.46% 956 956 22,576 ● ● ● increased more than ¥400 billion, system and of the regional which were issued is shown in and the removal of problem loans economy, the Bank has aimed to Table 9. from the balance sheet and other boost its capital base through the actions reduced risk-weighted capital injection of public funds, assets by ¥1.15 trillion. The capital considering the obligation to ratio therefore surged to 12.60 maintain a financial structure that including projected future earnings percent at March 31, 1999. is conducive to the stable and into account, repayment of the smooth extension of credit by public funds will be deferred four CAPITAL INJECTION OF PUBLIC FUNDS absorbing risks that surface in the years. The Bank plans to repay ¥60 future, such as increased credit risk billion annually from the fiscal Financial institutions have an Redemption and Amortization Taking a number of factors from economic fluctuations and year ending March 2004 to the important obligation to meet expanded unrealized losses on fiscal year ending March 2008, and customers’ healthy demand for securities holdings from stagnant ¥300 billion in the fiscal year capital and to contribute to the stock prices. Based on this ending March 2009. Naturally, stability and growth of Japan’s philosophy, we issued convertible depending on the progress in economy. Yet, in reality, bankruptcies and rating downgrades among financial Table 9: Outline of Second and Third Preference Share Issues institutions have shaken the credibility of Japan’s financial system both domestically and overseas. The Law concerning Emergency Measures for the Revitalization of the Functions of Preference share type Preference share issue price Total amount issued Number of shares issued Dividends per preference share (yield) Initial conversion price Conversion period Second preference shares Third preference shares Convertible bond type ¥2,000 ¥300 billion 150 million ¥18.60 0.93% ¥563 For 7 years after 3rd year Convertible bond type ¥2,000 ¥300 billion 150 million ¥19.40 0.97% ¥563 For 6 years after 4th year the Financial System was therefore promulgated to restore the soundness of healthy Japanese bond type preference shares reaching our profit targets, we may banks by strengthening their amounting to ¥600 billion in repay ahead of schedule. The capital. March 1999, which were totally deferral period will give the Bank subscribed by The Resolution and time to build its internal reserves. As the only major city bank headquartered in Nagoya, Tokai Collection Bank, Limited (now Bank has a predominant presence renamed The Resolution and amount of problem loans resulted in the Chubu region of central Collection Corporation). Further, in a net loss for the fiscal year Japan, the nation’s industrial an outline of the second preference ended March 1999, but paves the heartland. In order to contribute to shares and third preference shares way for a return to profitability in The disposal of a significant the stability of the overall financial 17 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● the fiscal year ending March 2000. Moreover, the steady execution of our Plan to Revitalize Management will create a solid base for earnings growth. Management therefore believes the Bank will be fully able to redeem and amortize the preference shares as scheduled. Measures such as additions to a reserve fund to cover the costs for cancellation of stocks and accumulation of internal reserves will enable the large redemption and amortization scheduled in the repayment plan for the fiscal year ending March 2009. Dilution Tokai Bank is taking several measures to deal with dilution. First and foremost, successful execution of the Plan to Revitalize Management, which would increase the Bank’s share price, is an important factor in preventing dilution. Furthermore, the Extraordinary General Meeting of Shareholders in March 1999 newly established an article for approving the cancellation of shares not exceeding 200 million. 18 The Tokai Bank, Limited ● ● Improved Efficiency Under the Plan to Revitalize Management, we aim to raise our efficiency by building a new marketing and support framework, and promoting the reform and improvement of the administrative structure. Specifically, by enhancing personnel productivity and efficiency of branches, we are targeting a reduction in expenses of ¥34 billion by the fiscal year ending March 2003, reaping a net efficiency gain of ¥26.4 billion even after taking into account the ¥7.6 billion increase in expenses incurred to strengthen our focus on core customers. In the fiscal year ended March 1999, we focused on reducing personnel expenses, achieving gross cost reductions of ¥12.8 billion and net cost reductions of ¥9.7 billion. ● ● ● PERSONNEL EXPENSES approximately 650 with the headquarters. In the first year of Personnel Reductions building of a “backless” branch our Plan to Revitalize system (branches without a back Management, the fiscal year ended number of Bank employees office administration function), March 1999, we achieved a staff (excluding those on a contract 850 through the consolidation and reduction of 313. basis and local staff at overseas change in status of domestic offices) by approximately 1,700 branches, 100 through the closure over five years from the 11,407 in of and withdrawal from overseas the fiscal year ended March 1998. bases, and 100 through including personnel reductions, This will entail the reduction by streamlining of other functions at review of employee welfare We plan to reduce the total Personnel Expenses Reductions As a result of initiatives facilities and outsourcing to wholly owned administrative subsidiaries Table 10: Details of Cost Reduction Targets (Year ending March 2003 (projected) compared to year ended March 1998) (Yen in billions) Consolidation and change in status of domestic branches, streamlining of account representatives -¥6.5 billion Reform and improvement in administration structure (“backless” operation of back office administration for each branch) -¥5.5 billion Consolidation and streamlining of overseas offices -¥4.5 billion Revision of procurement practices (more appropriate purchase prices) -¥5.5 billion Streamlining based on alliance with Asahi Bank -¥3.0 billion Revision of personnel management system, welfare facilities -¥7.0 billion Other -¥2.0 billion Gross effects from restructuring -¥34.0 billion (Increased costs coincident with bolstering business with core customers, etc.) +¥7.6 billion Net reduction in expenses -¥26.4 billion under supplies expenses), we project net cost reductions of ¥24.9 billion under the Plan to Revitalize Management. During the fiscal year ended March 1999, we achieved net cost reductions of ¥6.8 billion. From winter of 1998, Tokai Bank Table 11: Planned Efficiency Gains (Yen in billions) Personnel expenses Supplies Taxes Total (booking of personnel expenses Year ended March 1998 (A) Year ended March 1999 (B) Change (B-A) Year ending March 2003 (C) Change (C-A) 117.4 115.6 16.3 249.4 110.5 114.1 14.8 239.6 (6.8) (1.4) (1.4) (9.7) 92.7 116.6 13.8 223.0 (24.9) 1.0 (2.5) (26.4) reduced employee bonuses by 20 percent. Directors’ compensation was reduced by 15 to 25 percent for the fiscal year ended March 1999 because of the net loss 19 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● reported and reduction of cash initiated in September 1998. We Japanese companies. At the same dividends. expect to have this process time, we will eliminate completed by March 2001. We unprofitable offices and those that also plan to designate have become strategically less approximately 10 branches for important. Specifically, we plan to mutual transfer with Asahi Bank. reduce overseas bases by Supplies Expenses Total supplies expenses are projected to increase by ¥1.0 billion under the Plan to Revitalize As of the end of March 1999, we approximately half, from 66 at the Management due to increased consolidated 9 branches, or 4 end of March 1998 to 36 by the supplies expenses from branches and 5 agencies, and end of March 2001. During the outsourcing to wholly owned changed the status of 18 “general” fiscal year ended March 1999, we administration subsidiaries branches into “shops.” Including closed or withdrew from nine (booking of personnel expenses agencies that have been changed to overseas bases. under supplies expenses) and specialized branches, we increased depreciation expenses. consolidated and changed the plan to reduce employees Supplies expenses will be reduced status of 64 branches, thus associated with overseas operations on a real basis through proceeding according to the plan. by 1,300 from the level at the end By the end of March 2001, we of March 1998. This figure rationalization measures such as consolidation and change of status Raising Efficiency of Overseas includes 100 employees dispatched of branches, reduction of overseas Operating Bases overseas from Japan. bases, and review of procurement practices. In line with our focus on supporting Japanese-affiliated Outsourcing We are actively proceeding with companies, differentiating Tokai Consolidation and Status Change Bank from competitors and adding outsourcing, with the aim of of Domestic Branches greater value to our services, we lowering operating costs through plan to maintain major U.S. and enforcement and centralization of domestic branch network under European offices and an specialized functions. A significant the 11th Long-Term Management appropriate network in Asia to portion of headquarters and Plan which began in April 1998 continue providing support to branch administration functions The consolidation of the was to cover 33 branches, or 18 branches and 15 agencies, and to change the status of 75 branches. Closure of or Withdrawal from 30 Overseas Bases These figures have been increased to 42 branches, or 27 branches and 15 agencies, as a result of the strategic alliance with Asahi Bank 20 The Tokai Bank, Limited As of March 31, 1998 Overseas branches Overseas subsidiaries and affiliates Representative offices, loan production offices Total 16 30 20 66 As of March 31, 2001 Planned reduction 9 12 15 36 -7 -18 -5 -30 ● ● has already been outsourced to our we are conducting reviews in light wholly owned administration of earnings trends and subsidiaries, and in April 1999, contribution to improving services after consolidating these to our core customers, namely the subsidiaries, the Bank newly middle and retail market. outsourced the foreign exchange Overseas, the Bank will eliminate administration functions of the operating bases whose functions former International Operations can be assumed by other bases and Center. In April 1998, the major those that do not have strong ties functions relating to development with Japanese-affiliated companies and operation of the systems were in Japan and overseas. ● collectively outsourced to Central Systems, Inc. Closure and Sale of Real Estate and Others The Bank is going ahead with the sale of sports facilities, the sites of closed branches and recreational facilities, as well as the discontinuation and sale of dormitories for single employees and family housing. In order to implement its efficiency measures to a full extent, Tokai Bank also abolished its American football team. Subsidiaries and Affiliates Tokai Bank is reviewing its subsidiaries and affiliates in terms of their role and function within the overall Group. We are studying their necessity and clarifying their strategic direction. Domestically, 21 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Strategic Alliance with Asahi Bank Having agreed to enter into a strategic alliance with Asahi Bank in September 1998, Tokai Bank is now moving forward with specific plans to realize the benefits the alliance presents. ● ● ● AIMS OF THE ALLIANCE Steering Committee (Chairmen and presidents of both banks) Geographically, Tokai Bank has a Determines strategy & agenda strong presence in the Chubu area while Business Alliance Committee (Planning directors and staff of both banks) Asahi Bank has a strong presence in the Reconciles overall policies Six business-specific subcommittees Tokyo region. Both institutions share a strategic focus on Domestic Operations Administration Systems serving medium- and International & Investment Banking Businesses Affiliated Companies Fundamental Financial Research Branches small-sized companies and individuals. The alliance will therefore strengthen the management conditions and cost competitiveness of both banks, enabling them to provide a higher quality of service to their customers. Looking forward, the two banks are conducting joint research to form a financial holding company sometime between the fiscal years ending March 2002 and March 2003. The resulting financial group would be a “multi-regional bank ” strengthened by the participation of other leading regional banks and other types of financial institutions, with the objective of forming one of the world’s foremost middle-retail banks. 22 The Tokai Bank, Limited TRANSITIONAL STAGES The alliance is progressing using five issues listed above. In tandem with these, each bank will a two-stage approach. The first complete its respective disposal of stage addresses issues for problem loans and promote immediate action or consultation. management efficiency through The second stage encompasses streamlining to prepare for the issues to be determined based on shift to the second stage. the results of the first stage and developments in the system reform concerning financial holding companies. Second Stage Both banks will evaluate the effect of the first stage and, on the condition that the establishment First Stage Improving customer convenience ● Capital alliance ● Raising efficiency ● Concentration of business resources ● Strategies to win under Japan’s “Big Bang” ● The first stage will focus on studying concrete measures for the and provision of various systems relating to financial holding companies are complete, the banks will then conduct full-scale considerations of establishing the financial holding company, with a target date set in the period ● ● ● The six subcommittees will deal with the following 46 issues: Development of new electronic banking products; mutual use of existing products Development of new consumer loan products ● Investigation of new products related to administrative deregulation and the revision of laws, etc. ● Joint development of Internet banking ● Development and mutual use of investment trust products ● Joint research and development of private banking businesses ● Cooperation in work relating to the Housing Loan Corporation, a government organization ● Mutual consignment and joint operation of loan-related tasks ● Development of joint advertisements, unification and joint purchasing of gifts to customers ● Mutual utilization of business information ● Exchange of information regarding customer relations methods for the middle and retail market segments and the training of account representatives ● Research on branch profitability management and evaluation system, and management indicators ● Joint management of telephone banking call center ● Joint development of venture enterprise supporting business ● Joint provision of overseas information and market trends, etc., to customers ● Joint holding of study and training classes for bank employees, etc. ● Joint purchasing and spot lending of foreign currency cash and travelers’ checks ● Development of ATMs for foreign currency deposit accounts ● Standardization of foreign exchange related fees ● Subcommittee for Domestic Operations (19 Items) ● Joint development of systems; investigation and research of joint management of administration systems ● Integration of cash collection and delivery related companies ● Year 2000 compliance ● Consideration of payment with cards using ATMs by customers of both banks ● Joint studies for consolidation of foreign exchange operations ● Subcommittee for Administration Systems (5 Items) Collaboration in asset management Mutual cooperation in development of financial products, etc. ● Cooperation in foreign exchange services for customers, derivatives, funds acquisition, etc. ● Collaboration of securities subsidiaries ● Joint development and sharing of various systems ● Centralization of domestic and overseas back-office operations ● Sharing of information from overseas economists, etc. ● Collaboration of overseas bases ● Subcommittee for International & Investment Banking Businesses (8 Items) ● Collaboration in personnel dispatch Collaboration in physical inspection of real estate collateral ● Collaboration of think tanks ● Collaboration of real estate companies Subcommittee for Affiliated Companies (4 Items) ● Subcommittee for Fundamental Financial Research (4 Items) ● Subcommittee for Branches (1 Item) ● Others (5 Items) ● ● Profitability analysis of individual customers Individual customer loan related research ● Joint research on prepayment risks ● Joint research on credit risks ● Mutual transfer of domestic branches Studies and research concerning financial holding company Joint promotion of fixed contribution pension business ● Consideration of joint purchasing of furnishings, fixtures, equipment, etc. ● Studies on establishment of servicer company ● Consolidation of branches by each bank independently in anticipation of the alliance ● (as of May 31, 1999) between the fiscal years ending the core, the banks will move bank) with the participation of March 2002 and March 2003. With forward to establish a new other regional banks and other this financial holding company at financial group (a multi-regional types of financial institutions. 23 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● The financial group will be open ● fixed contribution pensions, and to the participation of other will consign the record keeping to financial institutions, as long as a company established primarily they meet the prerequisites of by the Industrial Bank of Japan having completed restructuring and Nomura Securities. STATUS OF PREPARATION FOR SECOND STAGE As mentioned above, entry into the second stage will depend on the results of the first stage and the efforts and the disposal of their The two banks will cooperate in STATUS OF PROGRESS AT FIRST STAGE developing business in the field of Progress to date is as follows: problem loans at an early date. ● establishment and provision of various systems relating to financial holding companies. At present, the two banks are conducting joint research of legal Cross-shareholdings (actual as of March 1999) ● Tokai’s holding of Asahi shares: purchase an additional 10,207 shares for a total of 25,379 shares ● Asahi’s holding of Tokai shares: purchase an additional 10,751 shares for a total of 26,074 shares ● Elimination of fees on mutual use of ATMs for cash withdrawal (actual for March 1999, compared with March 1998) ● Asahi Bank customers increased use of Tokai Bank ATMs by 70% ● Tokai Bank customers increased use of Asahi Bank ATMs by 97% ● Elimination of fees charged for transferring funds between the two banks using ATMs (actual for March 1999, compared with March 1998) ● Asahi Bank customers increased use of Tokai Bank ATMs by 37% ● Tokai Bank customers increased use of Asahi Bank ATMs by 39% ● Mutual utilization of M&A information ● Mutual consignment of management of ATMs outside of branches ● Joint establishment of ATM maintenance company ● Launch of joint projects in fundamental financial research fields ● Mutual marketing of investment trust products ● Establishment of joint homepage ● Mutual consignment of clearing of bills ● Co-handling of internal mail ● Joint marketing of foreign currency deposit accounts with currency options attached ● Joint holding of seminars on overseas information ● Mutual cooperation in international factoring business ● Mutual consignment of collection of taxes and other public money ● Development of joint advertising ● 24 The Tokai Bank, Limited From October 1998 and tax systems, among others, as well as case studies of U.S. and European financial institutions, to December 1998 establish the financial holding company between the fiscal years December 1998 ending March 2002 and March 2003. December 1998 February 1999 February 1999 March 1999 April 1999 April 1999 From May 1999 From May 1999 June 1999 June 1999 June 1999 November 1999 (projected) Ongoing Company System & Non-Board Member Executive Director System ● CURRENT STATUS OF THE COMPANY SYSTEM ● ● Chubu, Tokyo and Kansai regions. We have also clarified the role of Outline of Company System In the company system, the the Banking Companies as profit Bank’s operations are divided into introduced a decentralized centers whose mission is to quasi-autonomous entities, each business management system maximize earnings, and removed managing its business using its called a “company system” as part from them the divisions providing own capital. This move is aimed at of the 11th Long-Term support, as well as the functions of making the companies more agile Management Plan. In view of business planning and new in responding to changes in their several factors that have since taken product development. As a result, operating environments and place, including the strategic we have clearly defined strengthening their commitment alliance with Asahi Bank, the responsibility for the planning to enhancing efficiency and service capital injection of public funds section and that for the business as profit centers, thus contributing and the Plan to Revitalize promotion section within to the Bank’s objective of Management, and reflecting on the domestic banking operations, improving earnings. achievements and lessons learned thereby clarifying tasks and There are in all five companies in in the past year, the system accountability for achieving this system. Companies created for underwent a progressive various goals set in implementing domestic banking operations are reorganization in May 1999 with the Plan to Revitalize the three regional companies, an emphasis on domestic banking Management. namely, the Chubu Banking In May 1998, Tokai Bank Company, the Tokyo Banking operations, and Tokai Bank is again moving full speed ahead with the new system. As a result, we are building a more powerful system for the Chubu Banking Company General Meeting of Shareholders Chubu Retail Banking Company execution of our strategies and policies outlined in the Plan, with due consideration of our regional Board of Directors Board of Corporate Auditors Corporate Auditors Kansai Banking Company strengths within the customer segments served and the branch network. Corporate Auditors’ Dept. Executive Committee Banking Company and the Retail Banking Company, and establishing Banking Companies Wholesale Banking Company Investment Banking Company Recent moves have entailed reorganizing the Middle & Retail Tokyo Banking Company Planning and Administration Headquarters Business Support Unit Operations Administration Unit Loan Promoting Unit responsible for business in the 25 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● working toward the future Company and the Kansai Banking Company, and comprising the Wholesale Banking Company, the Head Office, the Tokyo Main Office and the Osaka Branch. The Investment Banking Company was created to focus on investment Gross business profit by company for the year ended March 31, 1999 (Yen in billions) 67.4 (19%) Retail Banking Company, which is part of the Chubu Banking Company, concentrates on developing retail business with individual customers in the Chubu and administration headquarters, comprising the divisions 218.1 (63%) financial holding company Net business profit by company for the year ended March 31, 1999 (Yen in billions) 39.2 (26%) resources to the various companies, and handling audits and credit evaluation. Since the mission of each company is to realize maximum profit, the divisions that support domestic banking operations have Support Unit whose responsibility is to promote various measures. Moreover, other divisions that differ from the profit centers in 26 The Tokai Bank, Limited improved results of each company performance of the Tokai Group as 63.2 (42%) 49.5 (32%) a whole, each company’s performance is gauged through means using the rate of return on Middle & Retail Banking Company Wholesale Banking Company Investment Banking Company Note : The above charts are presented on an internal budget management basis. the company’s equity, for example, and transfer pricing is implemented for adjustment and allocation of earnings and costs among companies. their purpose have also been separated from the companies. The task of dealing with and recovering problem loans has been assigned to a Loan Promoting Unit, and administration, systems development and management have been assigned to an Operations Administration Unit. been separated from the companies to form a Business envisaged. In order that the contribute to the greater and administration, provide coordinating and allocating the company system is an initial step toward the formation of the responsible for overall planning control for the company system, company. Assuming the provision taxation, the implementation of region, relying heavily on specialized branches. Planning formation of a financial holding of legal systems such as for 60.9 (18%) banking and transactions with non-Japanese entities. The Chubu ● Vision of a Financial Holding Company in the Future As part of the strategic alliance between Tokai Bank and Asahi Bank, the two institutions are NEW APPROACHES TO CORPORATE GOVERNANCE As Japan’s financial institutions enter into full-fledged megacompetition, banks are expected to make appropriate management decisions faster than ever, and to strengthen compliance. Aligning corporate governance with global standards, in June 1998 Tokai Bank reformed the Board of Directors and introduced the NonBoard Member Executive Director ● system. Concurrent with the above-mentioned reform, the ● more effective decision making. In April 1999, the retirement age ● members and strengthening the bankwide compliance function. corporate audit function was for directors was revised, and as a Against this background, in June reinforced to bolster the function result, the chairman will now retire 1998 the number of corporate of checking the performance of at the age of 70, and the president auditors was increased from 4 to 5 management. and advisors at the ages of 65 and at Tokai Bank, while in June 1999 75, respectively. the Corporate Auditors’ Department was newly established System Overview The new system affords the Bank’s top policy-making body, the Board of Directors, the ability to Non-Board Member Executive with the aim of bolstering the Directors support role provided to auditors Non-Board member executive make management decisions directors are elected by the Board speedily and to supervise business of Directors. They are given the execution appropriately. The authority for execution from the functions and responsibilities of representative director concerned, directors have been revised, and and focus on the task of directors have been classified as implementing the decisions of the board members as per the Board. At Tokai Bank, the Commercial Code and non-board President of each company is a members who focus on business non-Board member executive execution. Their respective director, reflecting the system with functions are outlined below. clearly defined roles for directors by the staff positioned there. (i.e., non-Board member directors Members of the Board of Directors Members of the Board of are in charge of business execution) and they are, in turn, Directors are elected at the General supervised by the members of the Meeting of Shareholders and Board of Directors. become part of the Board of Directors, which sets and oversees Strengthening the Corporate fundamental strategies and Auditors’ Function operating policies for Tokai Bank The Corporate Auditors are and its group of companies. The expected to cover an increasingly number of directors was reviewed, wide range of areas as part of and a system was implemented independently auditing the that will contribute to speedier, performance of the Board 27 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Year 2000 Readiness Disclosure ● WHAT IS THE YEAR 2000 PROBLEM? The “Year 2000 problem” arises from the inability of some ● FULL ATTENTION AND COMMITMENT OF MANAGEMENT The management of Tokai Bank ● of the scope of the potential impact of the Year 2000 problem in 1996. Because of the importance of the issue, the Year 2000 Committee computer hardware or software places a high priority on dealing (hereafter, the “Committee”) was systems to correctly process dates with the Year 2000 problem, as established by a resolution of the after the year 2000. Generally, inadequate preparation and Board of Directors in September computers recognize the year using compliance could have far- 1997 as a controlling and the last two digits of the year. reaching consequences, not only to coordinating body. The During the initial days of the year computer systems, but also to Committee’s purpose is to create 2000, the year would be displayed office equipment, office facilities, and monitor the progress of the on the computer as “00” (year); networks, and various services action plans and schedule for Year however, an unamended system which the Bank provides, 2000 compliance. Since the may erroneously recognize this as including interfaces with establishment of the Committee, 1900. Moreover, since 2000 is also customers and with affiliated the domestic and overseas sections a special leap year (an event that companies. We also fully recognize and branches of the Bank have occurs once in 400 years), there is the need to address a wide range of been proceeding in their work for an additional possibility that the issues, such as assessment for Year 2000 compliance, based on system might stop or cause mitigation of other risks arising the policies and schedule decided incorrect operations if the from possible Year 2000 by the Committee. program was developed without noncompliance (e.g., credit risk, due regard to this special leap year. liquidity risk) that the Bank could made up of 19 divisions including be exposed to, as well as the the Corporate Planning Division, of modern life and industry. necessity of establishing an Operations Planning Division, Especially at financial institutions, organizational framework based Systems Division and Investment computers play a vital role in on the Bank’s contingency plan. Banking Planning Division, with various operations, including We view the Year 2000 problem as each Division head as a member. interest calculation and maturity a critical mission with very high The chairman of the Committee is control. Therefore, full compliance priority, and are therefore carrying a Senior Managing Director and is required in order to avoid an out the measures required to Board member appointed by the impact on customers and a achieve full Year 2000 compliance. Board of Directors. The Computers are an integral part disruption in the economy. BANKWIDE ORGANIZATIONAL STRUCTURE The Bank started an assessment 28 The Tokai Bank, Limited The Committee is currently Committee is directed by a Managing Director who is also a Board member. Progress made in addressing Year 2000 compliance issues is closely monitored by the ● ● ● Committee and its summary is complete. In addition, we have subsidiaries and affiliates, and have reported monthly to the Board of completed interface tests with been completed for the most part. Directors and non-Board Member external settlement systems Executive Directors’ Committee, providers, including the systems while the details of progress are offered by financial industry reported to the Executive associations such as the Japanese Committee approximately every Bankers Association System, BOJ three months. Net, BANCS and SWIFT, and have This process ensures confirmed that data interface will management’s active involvement be carried out without any in the matter, including close problem. Compliance measures monitoring of the progress and for other systems have also been additional instructions for pending completed. Facilities and Machinery Based on the procedures developed by the Committee, assessment was made of computer hardware and software, communication hardware, buildings, facilities, external operating hardware and services at headquarters and all domestic and overseas branches and offices, and Year 2000 compliance measures for these systems, machinery and facilities have been implemented accordingly. Systems Renovation and validation of all the Bank’s critical systems are At the end of March 1999, the Bank’s Year 2000 compliancerelated cost was estimated at approximately ¥4.2 billion on a non-consolidated basis, and approximately ¥6.1 billion for the Tokai Bank Group as a whole, including domestic and overseas matters. SCOPE OF ASSESSMENT AND GENERAL POLICY FOR COMPLIANCE AND PROGRESS TO DATE ESTIMATED COST FOR YEAR 2000 COMPLIANCE Year 2000 compliance checks were completed on facilities and machinery used by the Bank, such as safes, elevators and machinerysecurity systems, following receipt of written confirmation from vendors and manufacturers. Additionally, we have carried out internal confirmation tests for systems whose failure would have a critical impact on operations. Moreover, confirmation for Year 2000 compliance is carried out whenever new systems, hardware subsidiaries and affiliates. These estimates include costs of hardware and software investments, manpower and implementation of contingency plans, as well as the cost of carrying out connection tests with the Bank’s electronic banking customers. However, these estimates do not include the costs of systems renovations in which Year 2000 compliance was achieved as part of the overall functional enhancement of such systems, as they cannot be identified separately. and/or facilities are introduced. Reference Affiliates Compliance measures have been implemented for the systems, machinery and facilities used by the Bank’s domestic and overseas We introduced a renovated system for the Bank’s accounting system in Japan (the Third Generation On-line System) between 1984 and 1990, and 29 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● completely renewed the software for the critical systems and the ● CONTINGENCY PLAN We have identified potential ● circumstances, and the Bank will continue working with these customers. relevant hardware in each office. risks that could be caused by the During this renovation, systems Year 2000 problem on a bankwide were developed to support new basis and developed a contingency customer’s system, achieving Year types of transactions, while others plan to prepare for the worst-case 2000 compliance is critical to avoid were renovated to reduce scenario, in view of the possible any disruption. In this regard, we operation time. At that time, under disruption caused not only by have already started our inquiry on the standardization of systems, machines and equipment, the compliance status of our development methods for date but also by external factors and customers, and we request your processing, the Century Code was breakdowns of the social understanding and cooperation added, thereby taking care of a infrastructure. when similar inquiries are made. substantial part of Year 2000 compliance efforts. We completely renewed the From the viewpoint of each Based on this contingency plan, the Bank will be conducting various drills that assume on-line OTHER The Bank’s internal audit Bank’s overseas accounting system and other troubles, and will have function is integrally involved in between 1993 and 1996. Year 2000 extra measures in place for the the Year 2000 compliance compliance was substantially crucial period covering the year- program. In addition, in order to achieved at that time, again end and the beginning of the year, deal with potential legal liabilities applying the standardization of such as creating back-up files for arising from the Year 2000 development method for date transaction data, confirming the problem, the Bank’s Compliance processing by adding the Century proper operation of systems and Division has been put in charge of Code. machinery, and having adequate coordinating legal matters, and a manpower on stand-by. system of checks is now in place. For renovation of the Third We will continue to provide the Generation On-line System, approximately ¥45 billion was TO THE CUSTOMERS spent for software development The Bank has been carrying out (approximately ¥15 billion) and confirmation testing for customers hardware changes (approximately who have contracted for electronic ¥30 billion). Approximately ¥5.8 banking services, such as billion was spent for renewal of the information provided through PCs new overseas system. and data transmission using magnetic tape or floppy disks. However, there are cases where confirmation testing takes time due to the customer’s 30 The Tokai Bank, Limited Bank’s Year 2000 compliance status for your reference. While the Bank is making every effort to achieve compliance and to assess the potential impact and risk arising from Year 2000 issues, we would like to make it clear that the Bank does not make any representation, nor offer any guarantee in this regard, and the Bank shall not be held liable as a result of this statement nor be considered to have waived any of its rights. (Information provided is as of June 30, 1999.) Topics ● INVESTMENT TRUSTS As part of Japan’s financial Big Bang, banks were allowed to begin selling investment trusts in December 1998. In the current low-interest-rate environment, customers are looking for new ways to manage their financial assets. Tokai Bank has responded to the greater diversity in asset management needs by initiating sales of securities investment trusts ● ● Investment Trust Products S-Fund A (Jan/April/July/Oct) Invests in domestic fixed income securities to generate stable returns B (Feb/May/Aug/Nov) C (Mar/June/Sep/Dec) U-Fund Japan Bond Index Indexed fund on domestic bond market Japan Stock Indexed fund on Nikkei 225 stock average Actively managed. Invests in overseas stocks. Global Stock A Uses currency hedging. Actively managed. Invests in overseas stocks. Global Stock B No currency hedging. Actively managed. Invests in U.S. stocks. U.S. Stock A Uses currency hedging. Actively managed. Invests in U.S. stocks. U.S. Stock B No currency hedging. Emerging Bond A Invests in emerging market bonds. No currency hedging. Emerging Bond B Invests in emerging market bonds. Uses currency hedging. Foreign Bond Actively managed. Invests in overseas bonds and currencies. Invests in domestic short-term instruments. Managed to generate Money Market stable returns while maintaining net asset value. Invests in short-term U.S. dollar fixed income securities. Asahi Tokyo U.S. Bond Open Uses currency hedging. at all domestic branches. Products include the S-Fund and the U-Fund, both developed and managed by a Tokai group 1999 we began selling the Asahi Miyoshigaoka Branch is open Tokyo U.S. Bond Open. during the same hours as the Tokai Bank’s funds are no-load shopping center, including company, Tokai Asset Management funds — in other words, they carry Saturdays and Sundays. Locating Co., Ltd. The S-Fund invests in no front- or back-end sales branches in high-traffic shopping domestic government bonds to charges. This feature affords centers facilitates customer access generate stable returns. The U- investors greater freedom to to Tokai Bank and contributes to Fund is an umbrella scheme fund, manage their assets based on their efficient use of resources and a a package of 10 different funds own judgment. Customers may low-cost branch network. among which customers may freely also switch investments among the switch their investments. U-Fund’s offerings by telephone. Moreover, as part of our strategic We intend to further improve alliance with Asahi Bank, in April customer service by system PROJECT AND STRUCTURED FINANCE Since the inception of the integration and an extended lineup Project and Structured Finance of various attractive funds. (P&SF) team in early 1997, the P&SF team has, by early 1999, IN-STORE BRANCHES In October 1998, Tokai Bank Comprehensive information on investment trusts for retail customers supports our entry into this business. already established itself as a respected and consistent player in opened its first in-store branch, the the Asian project finance market. Miyoshigaoka Branch—SS Shop Based on its focus as a purveyor of Miyoshigaoka, at a shopping center quality advice and arranging in Miyoshi, Aichi Prefecture. The services to project developers, 31 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● The Meizhou Wan Power transaction, one of several high-profile deals Tokai Bank arranged, was selected as both IFR Deal of the Year and PFI Deal of the Year for 1998. ● ● prevalent in 1998, and are, in fact, 1997, received and continues to a testament to Tokai Bank’s unique receive a strong strategic emphasis capabilities in the project finance within Tokai Bank. field. Relying on its experienced team of professionals, Tokai Bank was able to focus on transactions JAPANESE LEVERAGED LEASES that had solid fundamentals, Using innovative schemes in strong ownership and viable structured lease financing, Tokai commercial and financial Bank has secured mandates in a Tokai Bank’s P&SF team has arrangements. Above all, Tokai cross-section of industries as well proven its ability to create value in Bank demonstrated its ability to as in the traditional aircraft finance the most demanding conditions. apply well-proven structuring market. In April 1998, we arranged Tokai Bank’s abilities — now principles in turbulent times, while the equity portion of a Japanese proven over a range of transactions relying on the experience of team Leveraged Lease (JLL) scheme to encompassing the Meizhou Wan members, consistency of approach finance PCS telecommunications power project in the PRC, the and its commitment to clients, to equipment for Sprint Corporation Nong Khae power project (first seamlessly execute these in the United States. After the Small Power Producer financing in transactions. Japanese corporate tax reform of Thailand since the start of the Tokai Bank believes this past Asian financial crisis), and the year’s turbulence proved to be an became effective on October 1, Nakayama Kyodo Hatsuden power excellent testing ground for our 1998, the Bank has been pursuing project (first project financing in skills which will equip us well to the opportunity to arrange a JLL Japan) — have been specifically continue creating value for our for a domestic customer. In March recognized by the market as valued clients. In fact, our ability 1999, the Bank successfully reflected in the selection of the to master this difficult period has received a mandate from IDO Meizhou Wan Power transaction as provided us with additional Corporation of Japan to arrange both the International Financing confidence for the years to come as both the debt and equity portion Review Deal of the Year and the we seek to serve our clients’ of JLL financing of its new digital Project Finance International Deal continued interest in Asian telecommunications equipment by of the Year for 1998. Tokai Bank infrastructure development. Tokai applying cross-border lease acted as Arranger and PRC Bank will continue to look for arrangement techniques to our Documentation Bank in the opportunities to arrange core domestic customer in the Meizhou Wan Power transaction. financings for projects and Private telecommunications industry. These achievements have been Finance Initiatives in Japan and particularly noteworthy given the Asia, an activity which has, since very difficult market conditions the inception of the team in early 32 The Tokai Bank, Limited limitations on cross-border JLLs ● ● ● and trade finance activities in the This will expand both our business region, which may result in base and sources of income. downward pressure on margins During the fiscal year ended March Group completed its first year of across the markets. 1999, we increased the number of operation in early 1999. In Notwithstanding the increased headquarters personnel assigned to accordance with our original competitive activity, we remain each region, dispatched derivatives objectives, the Group focused confident that the Group will specialists to core branches, upon the provision and arranging continue to show steady growth in including the three main offices, of financing, risk mitigation and its origination activity and and trained and supported branch advisory services to our global profitability. In addition, staff, bolstering our drive to customers involved in the throughout this year, we intend to further strengthen the services we execution of cross-border trade deploy more resources throughout offer bankwide. flows mainly for essential our branch network in Japan to Given the continuing low yen commodities and priority capital allow us to succesfully deliver a interest rates during the fiscal year goods. In this relatively short time, greater structured trade product ended March 1999, customers the Group has assisted in arranging capability to our domestic expressed strong interest in the pre-financing of aerospace customer base. By relying on the products that offer better returns. projects from South Korea to the Group members, proven expertise In response, we developed three U.S.A.; structured and financed a in combining a mix of traditional types of U.S. dollar time deposits medium-term receivables trade finance capabilities with that incorporate currency options financing facility covering the more complex structured trade and aggressively marketed them to export of telecommunications financing and risk mitigation both corporate clients and affluent infrastructure equipment from techniques, we remain able to individuals. Sales were strong, North America to Japan; provided provide a high degree of flexibility exceeding 1,500 contracts during a syndicated guarantee facility for and speed in responding to our the year. We also introduced new the export of container vessels customers’ specific requirements in products that matched the fund- from South Korea to Germany; an increasingly demanding and raising needs of core customers, and arranged and financed a competitive environment. including swap and interest rate STRUCTURED TRADE FINANCE The Structured Trade Finance option products indexed to the number of bilateral import and post-export financing facilities for our correspondent bank customers in Northeast and Southeast Asia. DERIVATIVE PRODUCTS To further improve and differentiate the financial services prime rate, as well as loans incorporating derivatives. We are devoting particular it offers to its core customer attention to developing products financial crisis in Asia, it is groups of middle-market and retail that respond to diversifying expected that more banks will clients, Tokai Bank is actively customer needs. Areas of focus resume their commercial lending developing its derivatives business. include continuing to develop With the apparent easing of the 33 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● deposit and loan products new airport will operate 24 hours a project, thus contributing to the incorporating derivatives, as well day and serve as an international region’s further development. as preparing to provide equity and transportation hub, giving Chubu credit derivative products that we a direct link to the rest of the world are now permitted to directly that will support the region’s handle as a result of revisions to industrial and cultural banking regulations. One of the development. first such products to be Central Japan International introduced is a deposit linked to Airport Co., Ltd. was established in stock price movements, which we May 1998 to move the project plan to begin offering to core forward. As a key player in the customers at all branches in the Chubu economy, Tokai Bank is first quarter of the fiscal year playing an important role in the ending March 2000. realization of this long-term We have also begun marketing project. We assigned personnel to The Central Japan International Airport will contribute to a stronger economy in Chubu, where the Bank is based. 2005 WORLD EXPOSITION jointly with our strategic alliance Central Japan International partner Asahi Bank a U.S. dollar Airport Co., Ltd., and are the time deposit incorporating largest private shareholder in the central theme, the World currency options. In addition, the project. In addition, we provide Exposition will be held in Aichi two banks are conducting joint advice and propose methods for Prefecture in March 2005. research into methods for financing the airport’s In contrast to past expositions, controlling prepayment risk and construction, and support related which had focused on showing the credit risk. regional projects by deploying our material aspects of human financial expertise and providing progress, the 2005 Expo will information and proposals. emphasize the coexistence of CENTRAL JAPAN INTERNATIONAL AIRPORT PROJECT Japan’s industrial heartland, the With a total project budget, people with the Earth’s including the airport and ancillary infrastructure, of ¥3 trillion, the Chubu region has a population new airport is projected to exceeding 20 million. Construction generate over ¥2.7 trillion in of the new international airport to economic knock-on effects for the serve the region’s transportation Chubu region and ¥5.5 trillion needs in the twenty-first century nationwide. As the leading bank in has begun, with opening of the Chubu, Tokai Bank will continue airport scheduled for 2005. The to actively support the new airport 34 The Tokai Bank, Limited With “Nature’s Wisdom” as the Tokai Bank is actively involved in working to make the 2005 World Exposition in Aichi Prefecture a success. ● ● ● environment and resources. By looking at the spiritual aspects of human life in a new light and uncovering nature’s hidden wisdom, it is hoped that the exposition will point the way to a sustainable path for continued human progress. Based on these themes, ideas are being gathered from around the world and concrete proposals are being studied. We will continue holding discussions and building enthusiasm for the event. Tokai Bank has assigned three staff members to the Japan Association for the 2005 World Exposition. Through our participation in various committees and project teams, we are also playing a leading role in planning event sites and creating concepts for the exposition. 35 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Risk Management Tokai Bank has created an effective system for evaluating, selecting and controlling all types of modern banking and financial risks. This system was designed to involve senior management in the process of managing risk while disseminating risk control techniques throughout the Bank’s operations. ● TOKAI BANK’S RISK MANAGEMENT PHILOSOPHY Banks face a variety of risks in ● RISK MANAGEMENT STRUCTURE Concurrent with the ● risk-related information directly to top management on a daily and monthly basis and as needed (for introduction of the “company example, in an emergency) and the course of their business system” in May 1998, Tokai Bank implements measures to control operations, including market risk, formed a planning and risks in cooperation with the credit risk, liquidity risk, administration headquarters for relevant divisions. operational risk and legal risk. The monitoring and managing risk impact of these risks upon bank throughout the Bank, comprising management has become in the main, the Risk Management increasingly significant as the Division, ALM Division, Credit diversity and complexity of the Planning Division, Operations financial industry have grown. Planning Division and Compliance Risks have different characteristics. Some are measurable, Division. Note: Risk Management Committee The Risk Management Committee was created when the “company system” was implemented to integrate and strengthen bankwide market and credit risk management. While monitoring risk positions and reporting to management, the committee performs the following functions: 1) Develops forecasts and scenarios for interest and market rates. 2) Determines fundamental policies for managing market, credit and liquidity risk. 3) Conducts risk/return analyses using RAROC. In May 1998, we newly some are not; some are potential established the Risk Management sources of profit, others are profit- Division as the Bank’s risk reviews to manage traditional neutral. Accurately understanding management section to monitor credit risk, as well as front-, and analyzing risk positions and market risk and credit risk from a middle- and back-office functions reporting that information to bankwide perspective. This in increasingly complex market management are critical to division reports directly to top operations, are clearly separated maintaining sound management management, and in the future will and their responsibilities are duly and stable earnings. Tokai Bank be responsible for unifying the distinguished from one another, has therefore built a risk management of the broad array of thus creating a system of mutual management organization through risks we face, including operational checks between divisions. means such as establishing an risk and other management risks. independent division in charge of The Division serves as the profile is reported to the Non- risk management and creating a coordinator for the Risk Board Member Executive framework for the integrated Management Committee (see Directors’ Committee each month management of different types of note) and oversees all related to foster broad awareness and risk. divisions. In addition, it reports 36 The Tokai Bank, Limited Credit approval and credit The bankwide revenue and risk ● ● ● management of risks by the Bank’s Overview of Tokai Bank’s Risk Management Structure management at large. Staffed with personnel who have Resolution Risk Management Committee Executive Committee (Coordinator: Risk Management Division) Report broad knowledge and experience, the Audit Division performs comprehensive internal audits. The division reports the results of audits directly to top management. Overall Supervision: Risk Management Division ● ● Discussion of risk management policies Monitoring of bankwide risk (Risk management system, gauging risk exposure) CREDIT RISK Credit risk is the possibility of a loss occurring as a loan becomes unrecoverable due to the Authority for Various Risks bankruptcy or deterioration in Planning & Administration Headquarters Risk Management Division (Market risk) ALM Division (Asset-liability management, yen liquidity risk) Credit Planning Division (Credit risk) Operations Planning Division, Audit Division (Operational risk) Compliance Division, Corporate Planning Division, Customer Service Division (Legal risk, reputational risk) credit quality of a borrower. As this type of risk is inherent in our core lending business, managing credit risk entails controlling the total amount of credit risk to remain at a reasonable level in the light of the Treasury & Securities Division (Foreign currency liquidity risk) Systems Division (EDP risk) International Credit Division (Country risk) Bank’s capital, as well as taking on risks while securing an appropriate level of coverage and profitability. Tokai Bank has established a Risk Management credit risk management system to Chubu Banking Company Chubu Retail Banking Company manage our entire organization in line with this fundamental Tokyo Banking Company philosophy. In addition, we have Kansai Banking Company formed a credit policy to provide Wholesale Banking Company guidelines to all staff involved in Investment Banking Company lending; implemented a credit Business Support Unit rating system to establish standards Operations Administration Unit for credit risk management; built a Loan Promoting Unit Branches and Affiliated Companies management system based on credit metrics to secure stable earnings while controlling risks; 37 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● Credit Risk Management System Board of Directors Non-Board Member Executive Directors’ Committee Summary of risk conditions Key issues for business execution Executive Committee Risk Management Committee ① Bankwide risk profile ➁ Risk management policies Surveying, Research and Development ● Industry surveys ● Credit risk management methods ● Credit-related systems development Credit Planning Division Corporate Research Dept. Preliminary audit of major borrowers ● Rating system ● Credit evaluation system Large credit accounts Significant and exceptional loans and guarantees Director in Charge of Credit Credit Planning Division Lending Strategies and Policies ● Credit policies ● Credit rating system Investment and Credit Conference Credit Review Division ● ● Self-assessment reviews Credit rating reviews Monitoring ● Bankwide credit risk profile ● Major individual customers Companies Credit Divisions Approval Request Branches General credit risk management Individual credit checking function Reporting to management and developed credit risk Planning Division that is monitoring risks, the division management procedures and independent of the activities of develops credit metrics to credit-related systems to provide each company. The Credit effectively manage the Bank’s infrastructural support for all of Planning Division establishes credit portfolio. these systems and procedures. fundamental credit-related The Credit Planning Division strategies and rules, including also studies credit risk Credit Risk Management System credit policies and the credit rating management methodologies and Control of Credit Risk Management System system. In addition, the division develops credit-related systems. monitors the Bank’s overall credit The division has a Corporate profile, and develops appropriate Research Department that is measures to respond to issues. In responsible for developing rating To control bankwide credit risk, we have established a Credit 38 The Tokai Bank, Limited ● ● ● models and conducting surveys of management, credit extension industries as well as trends among limits are set for each credit rating. major companies. This department Decisions to extend large amounts strategies and rules that form the also provides opinions from a of credit that exceed the scope of core of credit risk management at professional perspective in authority of credit divisions Tokai Bank. In addition to conection with credit approval and require the approval of the director delineating basic lending principles ratings for customers who are in charge of lending and the and the laws and regulations with important in terms of credit Investment and Credit Conference. which we must comply, our credit Credit Policy Our credit policy determines the management. policy incorporates global Credit Reviews Reporting to Management The Credit Planning Division standards in areas such as portfolio Tokai Bank’s internal credit management and setting credit rating system, including decision compiles and analyzes information making concerning credit limits, is on Tokai Bank’s overall credit risk critical to our credit risk profile, and the results are reported management system. Moreover, to the Executive Committee on a accurate execution of the self- monthly basis after the reviews by assessment system is essential to the Risk Management Committee. our ability to maintain a sound In addition, a summary is given to financial position through the Board of Directors, while key additions to the reserve for issues for business execution are possible loan losses that reflect the reported to the Non-Board degree of deterioration in the Member Executive Directors’ quality of loan assets. We have Committee. therefore established a Credit limits that control the concentration of credit with specific borrowers. Gist of Credit Policy Basic lending principles Compliance with applicable laws and regulations ● Matters to be considered in lending ● Authority and independence of credit approval ● Credit rating system and rating reviews ● Credit limit system ● Profitability standards and policies governing relationships ● Portfolio management ● ● Review Division that is Authority for Credit Extension at Companies For approval of specific credits, Tokai Bank conducts specialized and timely reviews through the credit divisions established within each company (Credit Divisions IIV and the International Credit Division), in order to accurately meet the needs of each customer. To ensure effective credit risk independent of the activities of each company. This division Credit Rating System To ensure objectivity and assigns credit ratings for each consistency in the management of customer and conducts an accurate credit risk, Tokai Bank assigns self-assessment of assets, and also credit ratings to all borrowers examines the effectiveness of other than those in the public systems for these functions. sector and individual loan clients. We focus on quantitative evaluation to maintain objectivity in rating procedures. For the 39 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● procedures and computer support for lending decisions. These Fields of Application systems are important not only for Self-assessments Implemented based on credit ratings Credit limits Set permissible amounts for each credit rating Problem loan administration Use credit ratings for automatic screening and elimination of special watch borrowers Collateral evaluation cycle Implement short-cycle evaluations for very low ratings Coverage standard guidelines Set coverage ratio standards for each rating Credit limit system Set credit limits for corporate and group borrowers at each credit rating improving the Bank’s risk 1 2 3 4 5 6 7 8 9 10A 10B 11 12A 12B Prime A Prime B Prime C Good Satisfactory Fair Acceptable Borderline watch Watch A Watch B Special watch Bankruptcy risk De facto bankruptcy Formal bankruptcy profitability, but also for boosting the Bank’s competitiveness Credit Ratings Rating management and strengthening through improved service to customers. In addition to rating models for domestic corporations, Self-assessment Borrower category Classification recent development themes are outlined in the chart on page 41. COUNTRY RISK Normal I (nonclassified) Country risk includes political risk and cross-border risk as well as the risk of economic downturns in specific countries. Political risk I Watch II Bankruptcy risk De facto bankruptcy Formal bankruptcy refers to the possibility that the Bank may be unable to recover III IV loans due to the nationalization of borrowers or because of the effects of war, rioting, civil disturbances corporate borrowers that constitute a majority of our Measurement of Credit Risk or other incidents. Cross-border Centered on credit ratings, risk refers to the possibility that domestic lending business, we use credit-related data are quantified borrowers will be unable to a highly reliable statistical rating and analyzed by our credit risk convert local currency into the model based on insolvency data of management system and deployed loan currency on the maturity date the Bank’s customers. in management administration (convertibility risk), and the from the perspective of portfolio possibility that the borrower may management. be unable to transfer funds to the Credit ratings are used in credit extension decisions and in individual credit administration activities such as those below. They also serve as the basis for a management system based on credit metrics. 40 The Tokai Bank, Limited Credit Risk Management Procedures and Credit-Related Systems Tokai Bank is developing sophisticated risk management payment location in the loan currency on the maturity date due to factors such as government restrictions on fund transfers (transfer risk). ● ● ● Administrative Framework Total Risk Equity capital Operating capital Risk Concentration Credit line basis Credit limit system Capital-at-risk basis Concentration by industry Purpose Capital-at-risk (Credit + Market) Keep bankwide capital-at-risk within the scope of equity capital Set maximum amount for credit concentration + Loan concentration by business group Monitor credit risk concentration on calculated risk basis RAROC = Risk-adjusted earnings ÷ Operating capital (Capital-at-risk) Evaluate risk-adjusted return on equity Economic Value Added = Risk-adjusted earnings — Cost of capital Evaluate surplus profit after deducting cost of capital Optimization Profitability standards + Fundamental transaction policy Scenario Analysis Compilation of data on diverse preconditions and Monte Carlo simulations Profitability Reallocate assets toward credit structure with the optimal risk/return ratio Analyze the effects of irregular occurrences and past trends Evaluation of low-volume business loans is computer supported to speed the decision process. This helps Tokai Bank meet the fund needs of customers such as medium- and small-sized businesses and sole proprietors. Credit Risk Management System This system is designed to measure bankwide credit risk exposure, based on a data warehouse for all credit-related data, including domestic and overseas, on- and off-balance sheet, and lending and market transactions. Basic functions came on-line in April 1998, and all other functions were in operation by January 1999. The system can perform both Monte Carlo simulations and analytic evaluations to estimate the expected loss and maximum possible loss in the Bank’s credit portfolio. It can also calculate the marginal increase in expected losses on the overall portfolio of loans to individual customers. Moreover, it can perform simulations of changes in risk factors based on hypothetical conditions. Electronic Data Exchange and Approval Systems Tokai Bank has developed and given all branches access to an electronic data exchange and approval system for use in credit consultation. This system enables relevant parties to share and use customer-related data to improve the speed and efficiency of the credit approval process. Glossary of Terms Auto-Scoring Model Credit risk The possibility that the Bank will incur a loss due to a counterparty’s inability to meet the original contracted interest and principal payments because of bankruptcy, etc. Expected loss The predictable loss on uncollectible loans based on bankruptcy statistics. Statistical benchmarks are used to gauge the appropriate level for the general reserve for possible loan losses. Unexpected loss Losses on uncollectible loans exceeding the predictable amount. Measured by standard deviation of the possibility of actual losses deviating from forecast losses. Maximum loss The maximum expected loss/The ‘worst case scenario’ was a 99% probability (the possibility of losses exceeding maximum expected losses is 1%). Risk-adjusted earnings Gross loan profit minus loan expenses minus expected loss. Equivalent to loan profit after elimination of loan loss reserve cost. Capital-at-risk Maximum expected loss minus expected loss. This represents the amount of capital that would be set aside in the worst-case scenario to cover the portion of loan losses not covered by the general loan loss reserve. Latent loss, namely the concept of ‘risk’ itself, is used to determine the existence and scale of risk. Operating capital The amount of capital allocated to each company, and the maximum limit on risk-based capital that can be used by each company. Cost of capital The level of profit necessary to achieve the Bank’s ROE target. RAROC Risk-Adjusted Return on Capital (risk-adjusted earnings/capital-at-risk) Economic Value Added A measure of the added value generated by the Bank’s lending business, defined as surplus after deducting cost of capital. Profitability standards The profit level set according to the Bank’s lending strategy, using the standard of loan costs + loan loss reserve costs (expected loss) + cost of capital. Fundamental transaction policy The lending policy set by the Bank, taking into account not only borrower credit ratings and profit criteria but also the borrower’s overall business relationship with the Bank. 41 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● In emerging countries, we rating and on the size of each To avoid the deterioration of overseas loan assets in cases where country’s economy, we calculate a continue to regularly monitor key country risk becomes material, fixed ratio applicable to each economic indicators after Tokai Bank has implemented the country, and multiply the Bank’s extending credit. We have created a measures outlined below. capital by this ratio to determine system for taking prompt measures the limits for extension of credit to in the event signs of economic qualitative analyses for each each country; the higher the rating deterioriation appear. country to assign national ratings, and the larger the economy, the using both proprietary higher the credit limit. Within the deteriorates below a certain level information collected at overseas scope of the credit limit, we also set and causes concerns about offices and information from other country limits, and the amount of recoverability under the original institutions. Based on the risk ratio individual loans is kept within this lending terms, we provide a reserve corresponding to the national country limit. for specific overseas loan losses to We conduct quantitative and Furthermore, if country risk Market Risk Management Global Risk Management System Overview of Risk Management System Administration Management Executive Committee Resolutions Meeting of Risk Management Committee ● Sets maximum bankwide market risk ● Allocates risk to each division Reporting Risk Management Committee Secretariat: Risk Management Division Allocation Risk Control Division Risk Management Division Divisions Interfacing Markets Global Trading Div. Treasury & Securities Div. ALM Div. Operations Policy Meeting Allocation Overseas Regional Main Branches (New York, London, Hong Kong, Singapore) Overseas Branches and Subsidiaries Monitoring Setting of Operating Policy Risk Committee, etc. 1. The Executive Committee approves maximum bankwide risk and allocates to each division. 2. Information on market risk and profit/loss is followed daily by the Risk Management Division, which is independent of the divisions interfacing the markets and reports directly to top management. 42 The Tokai Bank, Limited ● ● ● make appropriate preparations in raised the importance of effective know-how from the United States the event country risk materializes. control of market risk in and Europe in setting limits for Countries covered by this reserve maintaining stable earnings. risk exposure, managing loss limits and measuring risk using Value at at the end of March 1999 were Indonesia, Pakistan, Algeria and Ecuador. Market Risk Management System Tokai Bank calculates maximum Risk (VAR) analysis. VAR estimates the maximum possible loss due to risk exposure in market market changes using statistical balance of loans to Asian countries transactions by taking into account means. stood at ¥636.3 billion. This total the Bank’s capital and the VAR Standards for Tokai Bank included loans of ¥193.0 billion to risk/return standards shown by Calculation method: Historical simulation countries receiving IMF support RAROC. The amount is approved Confidence interval: 99% — Thailand, Korea and Indonesia. by the Executive Committee and Holding period: One day and ten days Loans under risk monitor in Asian allocated to each division. Observation period: Two years countries are ¥29.0 billion. Furthermore, the Risk At the end of March 1999, the Management Division, an MARKET RISK Market risk is the possibility of independent risk management section, keeps a daily watch on the losses arising as a result of changes profit or loss situation and in market factors such as interest conditions that affect market risk rates, prices of marketable bankwide, both for the Bank itself securities and foreign exchange and local subsidiaries. The division rates, resulting in changes in the reports directly to top value of the Bank’s assets, management. including off-balance-sheet assets. In addition to the growing complexity and diversity of market Market Risk Management Procedures Tokai Bank employs rigorous Risk Management Profile for Fiscal Year Ended March 1999 VAR and Profit and Loss Tokai Bank’s VAR profile in trading operations for the fiscal year ended March 1999 is shown in the table on the next page. As shown in the pie chart on the next page, interest rate risk was the largest component of overall risk. VAR is an estimate of the maximum expected loss that would occur at a statistical operations, the financial market risk management probability of 1 percent if, for environment both in Japan and techniques based on advanced example, an equity or foreign overseas has become increasingly uncertain. Recent indications of The Historical Simulation Method this include turmoil in the The historical simulation method was developed through joint research by Tokai Bank Europe and the London Business School. Its main features are as follows: economies of the emerging • Since VAR uses simulations based on data from actual past market changes, it provides a better estimate of current market trends than the variance/covariance method used by many other financial institutions, which assumes a normal distribution for changes in market risk factors. • Profit and loss simulations based on various market change data are carried out in the process of calculating VAR. This allows concrete determination of the market scenarios that would have a major impact on the Bank’s current portfolio. • The use of simulations employing a market valuation model for options enables a better estimate of the nonlinear risks associated with options transactions. markets, failures among major U.S. hedge funds, and the spike in longterm interest rates in Japan. Factors such as these have further 43 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● exchange instrument were held continuously for one day and the Chart 1: Daily Value at Risk for the Fiscal Year Ended March 31, 1999 interest rate or market conditions (yen in millions) turned unfavorable. The VAR 3,000 4,000 2,000 amount does not necessarily VAR 1,000 represent the loss that would 0 actually occur. -1,000 Daily tradingrelated revenues VAR -2,000 VAR for the fiscal year ended -3,000 March 1999, as shown in the line -4,000 4/1 graph in Chart 1, fluctuated within 4/22 5/18 6/8 6/29 7/21 8/11 9/1 9/24 10/15 11/6 11/30 12/18 1/13 2/4 2/26 3/19 Month / Day Chart 2: Back Testing a range of ¥500 million to ¥3.4 (yen in millions) billion. The bar graph in the same 3,500 3,000 market valuation gains and losses 2,500 Absolute Earnings Risk chart shows that actual day-to-day moved within a range of ¥0 to ¥3.0 billion. 2,000 1,500 1,000 500 (¥ billion/Confidence interval: 99%) Holding period: 1 day Holding period: 10 days 3.4 0.5 1.3 6.8 1.0 2.8 Maximum VAR Minimum VAR Average VAR 0 0 500 1,000 Back Testing 2,500 3,000 3,500 4,000 (yen in millions) fiscal year. Under BIS rules, risk calculation evaluate the accuracy of risk models in which such a situation calculations by comparing the VAR occurs four times or less are with actual gains and losses. The considered acceptable. This dots shown in Chart 2 show daily confirms that Tokai Bank’s risk Trading Operations by Risk Factor (As of March 31, 1999) Total: ¥747 million (Holding period 1 day; consolidated basis) value at risk and the calculation model is a reasonably fluctuations in market accurate measure of market risk. valuation gains and losses. Dots above the Currency risk 22% Interest rate risk 45% 44 The Tokai Bank, Limited 2,000 VAR Back testing is the model used to Stock risk 33% 1,500 Stress Testing diagonal median line As described above, VAR is the signify gains or losses maximum expected loss estimated that exceeded at a statistical probability of projected VAR, a 1 percent. However, this is an situation that occurred estimated value and we cannot four times during the dismiss the possibility that sudden, ● ● ● shares as well, and sets maximum Stress test profile (Domestic trading; holding period 10 days) VAR ¥0.8 billion Stress value ¥7.1 billion abnormal movements in market Assumes reverse market movements (interest rates and stock price appreciation) on the magnitude of Black Monday ALM aims to maintain an limits for risk exposure. Note: “Cross-shareholdings” refers to stock held in companies with which the Bank has close business relations. These shares are typically held for the long term and are treated separately from shares held for trading and investment purposes. COMPREHENSIVE RISK MANAGEMENT factors could lead to significant appropriate balance between bank- losses that are not predictable by wide assets and liabilities such as market, credit and cross- VAR calculations. Tokai Bank deposits, market funding and loans shareholding risk provides a therefore supplements VAR with using interest rate projections and common measure for gauging the stress testing. Stress testing uses assure that stable earnings are risks in these different areas of market data from the past 10 years supported. To ensure optimal business. Starting from the fiscal and hypothetical scenarios to management of increasingly year ending March 2000, Tokai measure potential losses in the complex market risk, we are Bank is implementing event of extreme market further raising the efficiency and comprehensive management of movements. effectiveness of our ALM these risks. By controlling the total techniques. volume of these risks within the The use of both VAR and stress testing allows Tokai Bank to ensure that losses under any conditions Cross-Shareholdings stay within the scope of the Bank’s Besides market and credit risk, equity capital. These methods thus there is the risk of price changes in serve as constant safety checks. crossheld shares (see note), which is also quantifiable. Because of the Asset-Liability Management (ALM) Tokai Bank has concentrated interest rate risks associated with areas such as deposits and loans in the ALM Division since April 1996. Using a centrally managed spread banking system, we have successfully achieved effective and efficient control of interest rate risk. large balance of our crossshareholdings, we cannot overlook the risk of changes of their prices. With the planned shift to mark-to- The use of VAR to manage scope of the Bank’s equity capital, we aim to strengthen risk management and enhance sound and stable management. CREDIT RISK MANAGEMENT IN OFFBALANCE-SHEET TRANSACTIONS Off-balance-sheet transactions, market accounting of cross- including derivatives transactions, shareholdings, the task of are an integral part of the banking managing this risk is becoming business. As such transactions more important. Tokai Bank is increase, precise measurement of therefore using VAR to calculate the risks in each transaction and the risk amount for crossheld rigorous management of these 45 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● risks as a collective whole present the limit. The overall replacement management of funding an important theme in cost (credit amount equivalent) is operations. As a result, smooth management of a bank. gauged periodically and and efficient operations have been incorporated in the management maintained in procuring the of credit risk. necessary funds in yen and foreign Derivative Products and Forward Foreign Exchange Transactions As is the case with stocks and bonds, derivative products and forward foreign exchange transactions carry the risk of unrealized losses arising from changes in interest rates, stock prices or foreign exchange rates (market risk). In addition to these, there is also the credit risk that assets might become unrecoverable due to the bankruptcy of counterparties. In the event of a counterparty’s bankruptcy, unlike in the case of lending, the loss is linked not to the contracted amount (the notional amount) itself, but is equivalent to the replacement cost — in other words, the amount of capital required to replace the same transaction with another counterparty. As in lending operations, credit risk for an individual transaction counterparty is managed by the division in charge of credit decision, which sets limits on transaction amounts for each counterparty and ensures that each type of transaction does not exceed 46 The Tokai Bank, Limited currencies, even amid the Credit-Related Transactions Off-balance-sheet transactions also include credit commitments uncertainties in the financial system that have prevailed over the past two years. and guarantees. In these transactions, unlike derivatives and forward foreign exchange Risk Management System The ALM Division is responsible transactions, in the event that the for raising funds in yen currency, credit risk of the counterparty while the Treasury & Securities becomes prominent, the Division is in charge of funding in maximum amount at risk is the foreign currencies. As such, these contract amount. As with loans, divisions shoulder responsibility we control credit risk by setting for liquidity risk, with the Risk limits for the transaction amount Management Division supervising for each counterparty. the entire operation. Action plans are also prepared LIQUIDITY RISK MANAGEMENT Liquidity risk is the risk of according to the prevailing market environment so that marketable assets can be readied for tightening in the bank’s fund immediate conversion to cash. management due to difficulty in These and other measures ensure procuring funds through markets that the Bank is prepared to cope as a result of an erosion in the with sudden changes in the credibility of banks, including environment. Tokai Bank. Tokai Bank has always emphasized stable fund Risk Management Procedures By calculating the necessary procurement as a basic policy. The funding requirements, relevant Risk Management Division leads divisions and the Risk the coordinated efforts among Management Division monitor on related divisions to ensure proper a daily basis the condition of funds ● and status of compliance with rules relating to funds (specifying the ● uninterrupted operation. On the other hand, contingency ● LEGAL RISK In the Tokai Bank Charter on plans are also in place to handle Ethics and Code of Conduct, emergencies arising from system instituted in September 1998, the on a regular basis by the Risk failures and for restoration of Bank clarified compliance with Management Committee. The failed equipment. Training sessions laws, regulations and rules as a committee deliberates on problem are held regularly for employees to fundamental management policy, countermeasures and updates keep them prepared to handle setting forth the principle that the management. emergencies. Bank complies with the laws and SYSTEM RISK Assurance of Data Safety upper limit for necessary funds). Liquidity risk is also monitored Computer systems are To harness the increasing risk of indispensable for financial unauthorized access through institutions, and the effect on networks, we have implemented society due to system failures is measures to isolate the Bank’s ever increasing. For this reason, internal networks from external Tokai Bank devotes its fullest networks such as the Internet. efforts to developing various Important data are encoded for measures to ensure the safe, stable storage, for example, to assure the operation of systems. highest level of security. Dual Computer and Backup System Improved System of Internal Auditing A dual system has been adopted The internal auditing of system regulations of society, conducting its business fairly and in good faith, and shall not be found lacking in its ethical and compliance standards. Laws and regulations provide the minimum rules for banks in conducting their business, and compliance thereto is a prerequisite for gaining the confidence of customers as well as society. Furthermore, conducting our business in accordance with the relevant laws and regulations for computers, networks and other divisions is undertaken by the helps prevent unnecessary losses key equipment, providing a Audit Division, which is an which the Bank might otherwise backup system which ensures independent organization within suffer. Proper management of legal normal operation by activating the the Bank, and the Systems risks serves as the foundation for standby equipment when system Administration Department. The Tokai Bank to manage its business failures occur. operational control of computer soundly, and to fulfill the social systems and the reliability and mission with which it has been the online center fail due to an confidentiality of systems are entrusted. earthquake or other disaster, the checked and audited on a regular system can be switched to the basis to eliminate system risk. Should the computer system in To that end, we have created a system that permits the execution computer system installed in of banking operations without backup online centers to maintain violating laws or regulations. In 47 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM ● ● ● preparing in-house procedures, the presence of legal problems. While information on banking Bank ensures that the applicable coping with problems that have operations, including laws and regulations are reflected. materialized such as lawsuits is also administrative procedures, on an As for various rules that a task of the Legal Department, the internal online database. accompany banking operations, as Bank believes that taking proactive Employees can thus access the well as regulations on insider measures to prevent problems is of most up-to-date information transactions, we have published the utmost importance. whenever they need it. Moreover, we are relieving each branch of manuals and distributed them to all Tokai Bank employees to ensure compliance. OPERATIONAL RISK The changing financial overall internal back-office administration by centralizing it at environment, surge in volume of a specialist administration section legal division into a specialized administrative processes and through a “backless” operation. department for managing legal diversification of banking products Through the above measures, we risk, establishing the Legal have led to increased operational are raising the efficiency of internal Department within the risk. To raise the efficiency of administrative procedures at each Compliance Division in April administrative processes and branch and enhancing the mutual 1999. To preserve its specialization prevent irregularities, we have verification system, thereby and objectivity, the Legal assigned operational supervisors to building a framework that can Department maintains close each branch, renovated systems respond more swiftly to changes in contact with legal advisors in and fortified administrative the operating environment. respect to its activities. The Legal guidelines and the training Department verifies legal risks structure. The Bank has reorganized its Audit System Each branch manager is As a precautionary measure consultations by respective responsible for carrying out against irregularities and in order divisions and branches, and internal audits whenever necessary. to encourage balanced advises them on concrete measures In addition, the Audit Division management within branches, the to address the issues. The performs comprehensive audits at Audit Division visits each branch, department also checks new each branch. This system enables including those overseas, and each products for marketability, as well us to proactively prevent division at headquarters at least as important agreements the Bank irregularities and deal swiftly with once a year. During these visits, the intends to bind. Furthermore, a any problems that do arise. Audit Division carries out an audit upon request for legal system is in place for the Legal With the aim of delegating more of cash instruments, such as cash Department to check important flexible administrative and marketable securities, checks matters to be resolved by the Board management to each branch, from for discrepancies in the various of Directors in advance for the April 1998 we have been placing accounts, and inspects each type of 48 The Tokai Bank, Limited ● ● ● custodial and contract matter. In addition, the Audit Division carries out multifaceted checks on the condition of branch management in various areas such as compliance procedures and provides guidance. We are also strengthening the Branch Administration Center, which conducts audits of small branches and spot audits of new branches. In our overseas-related operations, we are taking countermeasures against various risks by conducting spot checks through our Overseas Audit Department and by bolstering our internal auditing functions. In the systems related area, we are making every effort to strengthen our audit functions by conducting audits concerning the Bank’s measures for the Year 2000 Problem and the outsourcing of work in the Systems Division. 49 The Tokai Bank, Limited STRATEGIC INITIATIVES FOR THE NEW MILLENNIUM Compliance System ● Because of the sizable problem loans incurred during the asset bubble economy, as well as a series of scandals, banks in Japan have come under harsh public criticism. Amid these conditions, banks must reaffirm their civic value and social responsibility and work to regain the trust of society, customers and stockholders. Meanwhile, the Big Bang reforms are revolutionizing Japan's financial markets, making them more open, transparent and international. In this environment, banks will need to go beyond fulfilling their traditional civic role and social responsibility in becoming law-abiding corporate citizens following the highest ethical standards. Tokai Bank has a Compliance Committee, chaired by the president, to deal with issues such as building internal compliance systems and setting basic guidelines to ensure the ● contracts with clients, marketing policies for new businesses and new products, as well as other issues • Compiled and distributed a Guide to Customer Relations Rules containing the appropriate mind-set, basic knowledge and checkpoints for business promotion methods of account representatives • Worked to ensure compliance with regulations utilizing every opportunity such as training ● of our customers, we aim to foster growth and prosperity in partnership with the communities we serve” — is supported by four basic principles: a customer-first philosophy, people-oriented management, transparent and fair management, and innovative management. The Charter on Ethics and Code of Conduct is an extension of the principle of • The Audit Division checks legal compliance conditions at each branch during internal audits transparent and fair management, • Clarified prohibited activities and penalties in effect following revisions to the employee reward and penalty system among all employees of the Bank’s • Assigned individuals responsible for compliance at overseas bases and internal auditors in the Audit Division to strengthen post-audit checks tenets, the committee also • Instituted a business audit system using outside auditors to recheck internal inspections and audits at overseas branches importance of compliance for the • Implemented audits by outside auditors to check the appropriateness of our selfassessments, an important factor in determining credit risk. into the Compliance Division to and is intended to raise awareness civic role, social mission and ethics. In accordance with these established rules concerning relationships with customers. Reflecting the increasing Bank’s management, in April 1999 we reorganized the Legal Division further strengthen compliance functions. This division is in charge of proposing policies and providing guidance and compliance of all employees with In September 1998, to further relevant laws and regulations. The instill compliance in the corporate supervision for compliance-related Committee has implemented the culture, the Compliance issues. following series of measures: Committee prepared the Tokai • Instituted a system for verifying in advance legal risks regarding the overall decision making of management and any major measures taken by the head office and each division, Bank Charter on Ethics and Code 50 The Tokai Bank, Limited of Conduct, and distributed it to all employees. The Bank’s philosophy — “Earning the trust FINANCIAL SECTION SIX-YEAR FINANCIAL SUMMARY ............................................... 52 FINANCIAL REVIEW .................................................................... 53 CONSOLIDATED FINANCIAL STATEMENTS ............................... 58 CONSOLIDATED BALANCE SHEETS ............................................... 58 CONSOLIDATED STATEMENTS OF OPERATIONS ............................ 59 CONSOLIDATED STATEMENTS OF EARNED SURPLUS .................... 59 CONSOLIDATED STATEMENTS OF CASH FLOWS ............................ 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS .................... 61 ADDITIONAL NON-CONSOLIDATED FINANCIAL INFORMATION.................................................... 78 51 The Tokai Bank, Limited SIX-YEAR FINANCIAL SUMMARY The Tokai Bank, Limited and Consolidated Subsidiaries Years ended March 31 (yen millions except per share data) STATEMENTS OF OPERATIONS DATA FOR THE FISCAL YEAR 1999 1998 1997 1996 1995 1994 Total Income . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,343,238 ¥ 1,563,184 ¥ 1,786,743 ¥ 1,968,388 ¥ 1,523,370 ¥ 1,950,694 Interest Income . . . . . . . . . . . . . . . . . . . . . 959,239 1,021,732 1,366,362 1,390,235 1,309,492 1,443,141 Fees and Commissions . . . . . . . . . . . . . . . 65,476 64,187 62,977 60,045 55,688 55,884 Trading Profits . . . . . . . . . . . . . . . . . . . . . . 18,560 90,719 — — — — Other Operating Income . . . . . . . . . . . . . . 130,603 116,085 153,675 195,854 79,465 120,296 Other Income . . . . . . . . . . . . . . . . . . . . . . . 169,360 270,461 203,729 322,253 78,726 331,373 Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,711,858 ¥ 1,546,854 ¥ 1,745,572 ¥ 2,215,623 ¥ 1,499,551 ¥ 1,901,957 Interest Expenses . . . . . . . . . . . . . . . . . . . . 637,447 707,180 1,049,498 1,021,346 984,343 1,104,237 Fees and Commissions . . . . . . . . . . . . . . . 11,214 19,875 10,800 16,601 17,064 15,540 Trading Losses . . . . . . . . . . . . . . . . . . . . . . 4,042 72,047 — — — — Other Operating Expenses . . . . . . . . . . . . 74,755 30,079 87,498 127,451 57,129 53,136 General and Administrative Expenses . . 273,287 288,858 285,550 264,882 251,326 263,011 Provision for Possible Loan Losses . . . . . 150,668 306,542 39,553 533,029 46,703 26,986 Other Expenses . . . . . . . . . . . . . . . . . . . . . . 560,445 122,273 272,673 252,314 142,985 439,047 Income (Loss) before Income Taxes and Minority Interest . . . . . . . . . . . . Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . (368,620) ¥ (286,763) 16,330 ¥ 14,257 41,171 ¥ 16,800 (247,235) ¥ (134,605) 23,819 ¥ 4,624 48,737 ¥ 33,894 BALANCE SHEET DATA AT FISCAL YEAR-END Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥31,839,710 ¥34,920,728 ¥35,400,298 ¥33,134,884 ¥32,465,785 ¥33,657,389 115,627 Call Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,698 371,531 98,641 195,295 329,998 Trading Assets . . . . . . . . . . . . . . . . . . . . . . . 1,252,664 1,943,701 — — — — Trading Account Securities . . . . . . . . . . . — — 1,555,970 1,033,837 956,037 1,153,200 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,574,963 4,279,644 4,629,023 4,282,067 3,848,231 4,007,567 Loans and Bills Discounted . . . . . . . . . . . . 18,869,157 20,504,164 20,635,319 20,137,064 19,796,083 20,166,715 Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . ¥30,141,150 ¥33,720,916 ¥34,338,942 ¥32,175,421 ¥31,352,544 ¥32,532,782 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,842,935 22,051,406 22,791,499 22,417,533 22,268,179 23,015,908 Trading Liabilities . . . . . . . . . . . . . . . . . . . . 637,564 1,131,428 — — — — Reserve for Possible Loan Losses . . . . . . 315,611 804,298 731,186 789,704 315,976 296,370 Minority Interests . . . . . . . . . . . . . . . . . . . . . . ¥ 134,130 Total Stockholders’ Equity . . . . . . . . . . . . . . ¥ 1,564,430 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . 722,969 ¥ 134,025 ¥ — ¥ ¥ 1,065,787 ¥ 1,061,356 ¥ 361,972 361,972 — ¥ — ¥ — 959,463 ¥ 1,113,241 ¥ 1,124,607 311,972 311,931 311,931 PER SHARE DATA FOR THE FISCAL YEAR Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . Stockholders’ Equity . . . . . . . . . . . . . . . . . . . 52 The Tokai Bank, Limited ¥ (143.01) 383.96 ¥ 5.33 475.98 ¥ 6.59 473.80 ¥ (66.34) 472.86 ¥ 2.28 548.67 ¥ 16.70 554.27 FINANCIAL REVIEW Expanded Scope of Consolidation As per changes in the regulations governing the scope of consolidation of subsidiaries and affiliates, the results of an additional 17 subsidiaries and 12 affiliates are included. Major companies coming under the expanded scope of consolidation are Central Systems Co., Ltd., The Million Credit Co., Ltd. and Bangkok First Tokai Company Ltd. Analysis of Consolidated Statements of Operations Consolidated total income for the fiscal year ended March 1999 decreased 14.0 percent to ¥1,343.2 billion (US$11,143 million). Total expenses increased 10.7 percent to ¥1,711.9 billion (US$14,200 million). As a result, Tokai Bank recorded a loss before income taxes and minority interest of ¥368.6 billion (US$3,058 million). Income Summary Years ended March 31 (yen billions) Net interest income Net fees & commissions Net trading profits Net other operating income Subtotal (income from business activities) General and administrative expenses Provision for possible loan losses Net other (expenses) income Loss from sales of problem loans to CCPC* Loss from sales of loans reserved and overseas loans* Loan charge-offs* Waiver of claims* Net (loss) income (U.S. dollars millions) 1999 1998 1999 ¥321.8 54.3 14.5 55.8 446.4 273.3 150.7 (391.1) 27.1 ¥314.6 44.3 18.7 86.0 463.5 288.9 306.5 147.5 9.1 $2,669 450 120 463 3,703 2,267 1,250 (3,244) 225 32.7 211.7 179.4 (286.8) 10.1 19.6 40.3 14.3 271 1,756 1,488 (2,379) * Figure for parent company only Net interest income increased 2.3 percent to ¥321.8 billion (US$2,669 million). Net fees and commissions increased 22.5 percent to ¥54.3 billion (US$450 million). Net trading profits decreased 22.2 percent to ¥14.5 billion (US$120 million). Net other operating income decreased 35.1 percent to ¥55.8 billion (US$463 million), due primarily to reduced profit on sales of bonds. Income from business activities for the fiscal year ended March 1999 decreased 3.7 percent to ¥446.4 billion (US$3,703 million). General and administrative expenses decreased 5.4 percent to ¥273.3 billion (US$2,267 million) due to the Bank’s continued efforts to reduce these expenses. General and Administrative Expenses (yen billions) Income from Business Activities (yen billions) 0 100 200 300 400 0 500 1999 1999 1998 1998 1997 1997 1996 1996 1995 1995 60 120 180 240 300 53 The Tokai Bank, Limited Moreover, the Bank set aside reserves as a measure to cope with the possible future deterioration of asset quality resulting from the prolonged economic recession. In addition, the final disposal of problem loans was rigorously implemented. Also, stock related profits of the parent company decreased 58.2 percent to 64.8 billion (US$537 million). Net loss totaled ¥286.8 billion (US$2,379 million), and net loss per share totaled ¥143.01. Analysis of Consolidated Balance Sheets Assets Total assets at March 31, 1999 decreased 8.8 percent to ¥31,839.7 billion (US$264,120 million) due to decreases in loans and bills discounted and other assets. The balance of loans and bills discounted stood at ¥18,869.2 billion (US$156,526 million), down 8.0 percent from a year earlier because of sales of problem loans, such as through sales of loans reserved, and the contraction in loans overseas with low profitability as part of the Bank’s overall asset allocation policy. Loans and Bills Discounted (yen billions) 0 5,000 10,000 15,000 20,000 25,000 1999 1998 1997 1996 1995 Liabilities Total liabilities at March 31, 1999 decreased 11.0 percent to ¥30,141.2 billion (US$250,030 million) due mainly to a decrease in deposits. The balance of deposits decreased 5.5 percent to ¥20,842.9 billion (US$172,899 million)‚ with reasons for the drop including a reduction in accepting overseas deposits concurrent with reduction in overseas assets. The reserve for possible loan losses decreased 60.8 percent to ¥315.6 billion (US$2,618 million), for reasons including the use of partial direct charge-offs beginning in the past fiscal year as per revised accounting standards for the banking industry. Minority interests of ¥134.1 billion (US$1,113 million), formerly included in “Other liabilities,” are now reported separately in the consolidated financial statements as per newly adopted accounting standards. Problem Loans and Reserves The scope of consolidation has been revised from the standard based on the ownership concept used hereto to one based on the control concept or impact concept, in order to reflect more appropriately the actual situation of the corporate group in the consolidated financial statements. 54 The Tokai Bank, Limited Charge-Offs and Reserves The Bank applies the “The Viewpoint on the Write-offs and Allowances in Association with the Capital Injection” issued by the FSA to its consolidated financial statements. Reserve for Possible Loan Losses (yen billions) 0 160 320 480 640 800 1999 1998 1997 1996 1995 The reserve for possible loan losses in the fiscal year ended March 1999 decreased as a result of the implementation of partial direct charge-offs. Beginning from the fiscal year ended March 1999, a specific reserve is provided for loans categorized as Classification IV under the Bank’s self-assessment, even in cases not qualified as losses under tax laws. For these loans, the Bank implements partial direct charge-offs, thereby reducing both the loan balance and corresponding reserve amounts. Problem Loans Whereas problem loan disclosure for loans under risk monitor is based on individual loans, such as the situation for payment in arrears of interest and principal, disclosure under the new standards differs in that it is the Bank’s assessment of its loan assets (total claims) corresponding to each borrower category. Loans Under Risk Monitor (After Partial Direct Charge-Offs) As of March 31 (yen billions) 1999 Loans to borrowers in legal bankruptcy . . . . . . . . . . . . . . Overdue loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans overdue for at least 3 months . . . . . . . . . . . . . . . . . Loans with concessions in terms . . . . . . . . . . . . . . . . . . . . ¥ 76.6 257.1 64.5 93.8 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥492.0 Problem Loans (After Partial Direct Charge-Offs) Under New Disclosure Standards (Financial Reconstruction Law, Article 7) As of March 31 (yen billions) 1999 Bankrupt and quasi-bankrupt claims . . . . . . . . . . . . . . . . . ¥ Doubtful claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Substandard claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Normal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 284.6 411.0 142.5 20,187.5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥21,025.6 The proportion of problem loans within total claims under the new standards is 3.99 percent, which the Bank’s management considers a level much closer to the norm. 55 The Tokai Bank, Limited Total Stockholders’ Equity and Capital Adequacy Stockholders’ equity increased 46.8 percent to ¥1,564.4 billion (US$12,977 million) because of the injection of public funds through the issue of preference shares and the increase in capital resulting from allocation of common stocks to third parties. Stockholders’ equity per share was ¥383.96, compared to ¥475.98 at March 31, 1998. Tokai Bank’s capital ratio at March 31, 1999 rose to 12.60 percent from 10.25 percent a year earlier due to the increase in stockholders’ equity and containment in risk-weighted assets. Risk-weighted assets decreased 5.3 percent to ¥20,632.9 billion (US$171,156 million), mainly because of the reduction in loans and bills discounted, as discussed under "Assets". As of March 31 Tier I Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier II 45% of unrealized gains on securities . . . . . 45% of difference from land revaluation . . . . Reserve for loan losses (excluding specific reserve) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other applicable items . . . . . . . . . . . . . . . . . . (yen billions) 1999 1998 1997 ¥ 1,598 ¥ 1,179 ¥ 1,053 ¥ 956 ¥ 1,106 ¥ ¥ ¥ ¥ 334 — ¥ — 71 97 834 — 65 90 900 Amount not included in Tier ll. . . . . . . . . . . . — — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,003 ¥ 1,055 256 — 1996 72 782 70 689 (57) ¥ 1,053 1995 68 698 (137) ¥ 956 214 — — ¥ 980 Tier III Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,602 ¥ 2,234 ¥ 2,106 ¥ 1,912 ¥ 2,085 Risk-weighted assets Balance sheet amount . . . . . . . . . . . . . . . . . . Off-balance-sheet amount . . . . . . . . . . . . . . . ¥19,558 948 ¥20,377 1,158 ¥21,382 1,781 ¥20,896 1,680 ¥21,387 1,716 20,506 21,535 23,163 22,576 23,103 127 10 248 20 — — — — — — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥20,633 ¥21,783 ¥23,163 ¥22,576 ¥23,103 Capital Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.60% 10.25% 9.09% 8.46% 9.02% 1999 1998 1997 1996 1995 ¥383.96 (143.01) ¥475.98 5.33 ¥473.80 6.59 ¥472.86 (66.34) ¥548.67 2.28 Risk-weighted assets compiled for credit risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-weighted assets compiled for market risk . . . . . . . . . . . . . . . . . . . . . . . . . . . (Reference) Market risk amount . . . . . . . . . . Per Share Information Years ended March 31 Net assets per share at year-end . . . . . . . . . . . . Net income (loss) per share . . . . . . . . . . . . . . . . . (yen) Notes: 1) Net assets per share is calculated by deducting (number of preference shares at fiscal year end x issue price) from net asset amount at fiscal year end, divided by number of common stocks at fiscal year end (excluding treasury stock). 2) Net income (loss) per share is calculated using net income (loss) after deducting cash dividends for preference shares from net income (loss), divided by the average number of common stocks for the fiscal year. 56 The Tokai Bank, Limited Off-Balance-Sheet Transactions Derivative Financial Instruments and Forward Foreign Exchange Contracts Years ended March 31 (yen billions) Contract/Notional Amounts Credit Risk Amount 1999 1998 1999 1998 Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward foreign exchange contracts . . . . . . . . . . . . . . . . . . Interest rate options (call) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency options (call) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative financial instruments . . . . . . . . . . . . . . . . . Effect of netting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥61,142 1,137 7,074 3,071 415 4,987 — ¥50,175 980 13,907 2,759 3,142 6,756 — ¥822 87 249 19 16 26 (691) ¥671 124 566 27 96 18 (687) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥77,826 ¥77,718 ¥527 ¥815 Notes: 1) The amounts stated above are based on the risk-adjusted capital ratio (international standard). The current exposure method is generally employed to calculate the credit risk amount. 2) Contract and notional amounts for exchange-traded contracts to which international standards do not apply, and foreign exchange-related contracts with original contract terms of 14 days or less, were as follows: Years ended March 31 (yen billions) Contract/Notional Amounts 1999 Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward foreign exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate options (call) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate options (put). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency options (call) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Currency options (put) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 0 0 1,005 5,086 5,879 31 21 9,054 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥21,075 1998 ¥ 0 0 1,771 5,633 5,191 17 25 13,750 ¥26,387 Credit-Related Transactions Years ended March 31 (yen billions) Contract Amount 1999 1998 Commitments to extend credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantee contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥7,715 1,166 255 ¥ 8,409 1,370 593 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥9,135 ¥10,373 57 The Tokai Bank, Limited CONSOLIDATED BALANCE SHEETS The Tokai Bank, Limited and Consolidated Subsidiaries March 31, 1999 and 1998 ASSETS Cash and Due from Banks (Note 3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Paper and Other Debt Purchased . . . . . . . . . . . . . . . . . . . . . Trading Assets (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money Held in Trust (Note 5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities (Note 6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and Bills Discounted (Note 7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Exchanges (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Assets (Note 9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and Equipment (Note 10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customers’ Liabilities for Acceptances and Guarantees (Note 11) . . . . Deferred Tax Assets (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Deposits (Note 12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Liabilities (Note 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowed Money (Note 13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Exchanges (Note 8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Liabilities (Note 15). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for Possible Losses on Collateralized Real Estate Loans Sold . . . . Reserve for Retirement Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bonds and Notes (Note 16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible Debt (Note 17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acceptances and Guarantees (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . Land Revaluation Excess (Note 2e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Liabilities (Note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Liabilities Relating to Land Revaluation (Note 2e). . . . . . . Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MINORITY INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STOCKHOLDERS’ EQUITY Capital Stock (Note 18): Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Surplus (Note 18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land Revaluation Excess . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earned Surplus (Notes 19 and 24). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . See notes to consolidated financial statements. 58 The Tokai Bank, Limited Millions of Yen Thousands of U.S. Dollars (Note 1) 1999 1998 1999 ¥ 1,320,426 622,698 185,964 1,252,664 254,512 4,574,963 18,869,157 366,782 2,476,536 363,696 1,171,592 380,720 ¥31,839,710 ¥ 1,789,428 371,531 4,592 1,943,701 288,529 4,279,644 20,504,164 372,039 3,328,107 333,608 1,417,776 287,609 ¥34,920,728 $ 10,953,347 5,165,475 1,542,630 10,391,240 2,111,257 37,950,751 156,525,566 3,042,571 20,543,642 3,016,972 9,718,722 3,158,192 $264,120,365 ¥20,842,935 2,222,484 637,564 757,751 119,599 3,446,876 315,611 70,186 36,296 9 452,313 1,799 1,171,592 — 282 65,853 30,141,150 134,130 ¥22,051,406 1,666,282 1,131,428 1,506,152 115,661 4,374,295 804,298 74,722 34,431 4 397,615 1,799 1,417,776 145,047 — — 33,720,916 134,025 $172,898,673 18,436,201 5,288,792 6,285,782 992,111 28,592,916 2,618,092 582,215 301,087 75 3,752,078 14,923 9,718,723 — 2,339 546,271 250,030,278 1,112,650 372,969 350,000 649,032 92,372 100,306 (249) 1,564,430 ¥31,839,710 311,972 50,000 288,035 — 415,790 (10) 1,065,787 ¥34,920,728 3,093,894 2,903,360 5,383,924 766,255 832,070 (2,066) 12,977,437 $264,120,365 CONSOLIDATED STATEMENTS OF OPERATIONS The Tokai Bank, Limited and Consolidated Subsidiaries Years Ended March 31, 1999 and 1998 INCOME Interest on: Loans and Discounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Profits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Operating Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Income (Note 21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXPENSES Interest on: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowings and Rediscounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and Commissions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and Administrative Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Expenses (Note 22) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Loss) Income before Income Taxes and Minority Interest (Note 20). . . . . . . Income Taxes (Note 14): Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority Interest in Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (Loss) Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousands of U.S. Dollars (Note 1) Millions of Yen 1999 1998 1999 ¥ 482,738 105,443 371,058 65,476 18,560 130,603 169,360 1,343,238 ¥ 519,549 132,202 369,981 64,187 90,719 116,085 270,461 1,563,184 $ 4,004,463 874,683 3,078,042 543,144 153,961 1,083,393 1,404,894 11,142,580 233,110 58,268 346,069 11,214 4,042 74,755 273,287 150,668 560,445 1,711,858 (368,620) 313,279 71,053 322,848 19,875 72,047 30,079 288,858 306,542 122,273 1,546,854 16,330 1,933,720 483,351 2,870,751 93,024 33,530 620,116 2,267,001 1,249,838 4,649,067 14,200,398 (3,057,818) 6,111 (85,776) (79,665) 2,192 ¥ (286,763) 1,115 869 1,984 (89) 14,257 50,693 (711,539) (660,846) 18,183 $ (2,378,789) ¥ Yen Per Share of Common Stock: Net (Loss) Income per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Dollars ¥(143.01) ¥5.33 $(1.19) See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF EARNED SURPLUS The Tokai Bank, Limited and Consolidated Subsidiaries Years Ended March 31, 1999 and 1998 Balance, Beginning of Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INCREASE IN EARNED SURPLUS: Exclusion of an affiliated company previously included in consolidated accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment for newly consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . Increase in affiliated companies previously not included in consolidated accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment for deferred income taxes due to increase of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exclusion of subsidiaries previously included in consolidated accounts . . . . Merger with Tosho Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends — Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (Loss) Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousands of U.S. Dollars (Note 1) Millions of Yen 1999 1998 1999 ¥415,790 ¥411,358 $3,449,108 — 172 517 — — 1,427 741 — 6,147 331 149 912 (31,026) (286,763) ¥100,306 — — — (10,342) 14,257 ¥415,790 2,746 1,236 7,565 (257,370) (2,378,789) $ 832,070 See notes to consolidated financial statements. 59 The Tokai Bank, Limited CONSOLIDATED STATEMENTS OF CASH FLOWS The Tokai Bank, Limited and Consolidated Subsidiaries Years Ended March 31, 1999 and 1998 1999 OPERATING ACTIVITIES: Net (Loss) Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: Depreciation and Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for Reserve for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . Provision for Reserve for Possible Losses on Collateralized Real Estate Loans Sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for (Reversal of) Reserve for Retirement Allowances. . . . . . . . Provision for (Reversal of) Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . Net Loss on Revaluation of Trading Assets and Liabilities . . . . . . . . . . . . . (Benefit) Provision for Deferred Income Taxes . . . . . . . . . . . . . . . . . . . . . . Net Gain on Sales and Maturities of Securities. . . . . . . . . . . . . . . . . . . . . . . Loss on Sales and Exchange of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Gain on Dispositions of Premises and Equipment. . . . . . . . . . . . . . . . Decrease (Increase) in Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in Trading Account Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) Increase in Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) Increase in Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase in Minority Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other — Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousands of U.S. Dollars (Note 1) Millions of Yen ¥ (286,763) 18,422 150,668 10,089 1,865 6 10,338 (92,829) (99,830) 451,407 (303) 1,266,664 — 856,828 (1,079,829) (921,702) 106 5,163 1998 ¥ 14,257 17,260 306,542 1,385 (549) (17,257) 7,455 869 (222,417) 59,315 (54,162) (1,581,973) 1,555,970 (307,556) 762,245 286,009 132,169 (232,914) 1999 $ (2,378,789) 152,816 1,249,838 83,691 15,471 50 85,757 (770,046) (828,121) 3,744,562 (2,513) 10,507,375 — 7,107,657 (8,957,520) (7,645,806) 879 42,829 Total Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 577,063 712,391 4,786,919 Net Cash Provided by Operating Activities. . . . . . . . . . . . . . . . . . . . . . . . 290,300 726,648 2,408,130 INVESTING ACTIVITIES: Purchases of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from Sales and Maturities of Securities. . . . . . . . . . . . . . . . . . . . . . Increase in Call Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Commercial Paper and Other Debt Purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) Decrease in Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in Loans and Bills Discounted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Premises and Equipment . . . . . . . . . . . . . . . . . . . . . . (5,016,899) 4,821,410 (251,167) (5,333,843) 5,905,639 (272,890) (41,616,748) 39,995,106 (2,083,509) (181,372) 34,017 527,840 (35,029) 7,688 (78,865) 71,840 41,899 (1,504,538) 282,182 4,378,598 (290,577) Net Cash (Used in) Provided by Investing Activities . . . . . . . . . . . . . . . . . . (101,200) 341,468 FINANCING ACTIVITIES: Issuance of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (Decrease) in Call Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from Subordinated Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayments of Subordinated Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of Commercial Paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of Bonds and Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) Increase in Other Borrowed Money . . . . . . . . . . . . . . . . . . . . . . . . Redemption of Convertible Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718,896 (1,208,471) 556,202 43,000 (59,462) 58,000 12,160 (747,401) — (31,026) — (740,093) (1,611,951) 164,174 (26,433) — 30,818 49,183 (17,620) (10,342) 5,963,467 (10,024,645) 4,613,870 356,698 (493,256) 481,128 100,871 (6,199,925) — (257,370) Net Cash Used in Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (658,102) (2,162,264) (5,459,162) Net Decrease in Cash and Due from Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and Due from Banks, Beginning of Year. . . . . . . . . . . . . . . . . . . . . . . . . . . (469,002) 1,789,428 (1,094,148) 2,883,576 (3,890,518) 14,843,865 (839,486) Cash and Due from Banks, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,320,426 ¥1,789,428 $10,953,347 ADDITIONAL CASH FLOW INFORMATION: Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 557,760 6,438 ¥ 795,222 5,058 $ 4,626,794 53,405 See notes to consolidated financial statements. 60 The Tokai Bank, Limited NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Tokai Bank, Limited and Consolidated Subsidiaries Years Ended March 31, 1999 and 1998 1. BASIS OF PRESENTING THE FINANCIAL STATEMENTS The accompanying consolidated financial statements of The Tokai Bank, Limited (the “Bank” or the “Parent Company”) and consolidated subsidiaries have been prepared in accordance with the provisions set forth in the Securities and Exchange Law of Japan and its related accounting regulation and the Accounting Standards for Banks issued by the Japanese Bankers Association and in accordance with accounting principles and practices generally accepted in Japan, which are different in certain respects as to application and disclosure requirements of International Accounting Standards. The consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than Japan. In preparing the consolidated financial statements, certain reclassifications and rearrangements have been made to the financial statements issued domestically in order to present them in a form more familiar to readers outside Japan. In addition, the consolidated statements of cash flows are presented herein as additional information. The consolidated financial statements are stated in Japanese yen, the currency of the country in which the Bank is incorporated and operates. The translations of Japanese yen amounts into U.S. dollar amounts are included solely for the convenience of readers outside Japan and have been made at the rate of ¥120.55 to $1, the rate of exchange in effect at March 31, 1999. Such translations should not be construed as representations that the Japanese yen amounts could be converted into U.S. dollars at that or any other rate. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Principles of Consolidation The consolidated financial statements include the accounts of the Bank and consolidated subsidiaries, including Tokai Bank of California (a U.S. corporation), Tokai Bank Europe plc (a U.K. corporation), Tokai Bank Nederland N.V. (a Dutch corporation), Tokai Asia Limited (a Grand Cayman corporation) and 40 other subsidiaries in 1999 (23 other subsidiaies in 1998). All significant intercompany balances and transactions have been eliminated in consolidation. All material unrealized profit included in assets resulting from transactions within the Companies is eliminated. Certain of the consolidated subsidiaries use a fiscal year ending on December 31 which is different from the Bank’s fiscal year. The consolidated financial statements include the financial statements of these subsidiaries for their respective fiscal years after making appropriate adjustments for significant intercompany transactions during the periods from their respective fiscal year ends to the date of the consolidated financial statements. Sixteen (four in 1998) affiliated companies, including Hanil Leasing Company Limited (a Korean corporation), are accounted for by the equity method of accounting. The consolidated financial statements do not include the accounts of CS Networks Computer (Singapore) (a Singapore corporation) and 2 other subsidiaries in 1999 (11 other subsidiaries in 1998), because the combined total assets, total income, net income and earned surplus would not have had a material effect on the consolidated financial statements. Investments in these 3 unconsolidated subsidiaries and 7 other affiliates are stated at cost. Effective April 1, 1998 the Bank and its subsidiaries changed their consolidation scope from the application of the ownership concept to the control concept. Under the control concept, those companies in which the Parent, directly or indirectly, is able to exercise control over operations are to be fully consolidated. The consolidated financial statements for the year ended March 31, 1998, are not retroactively adjusted. The change of earned surplus arising from the change in the consolidation scope is recognized as “Adjustment for Newly Consolidated Subsidiaries” in the consolidated statements of earned surplus for the year ended March 31,1999. (b) Trading Purpose Transactions Transactions for trading purposes (the purpose of seeking to capture gains arising from short-term changes in interest rates, currency exchange rates or market prices of securities and other market-related indices or from gaps among markets) are included in “Trading Assets” and “Trading Liabilities” on a trade date basis. Trading securities and monetary claims purchased for trading purposes recorded in these accounts are stated at market value and trading-related financial derivatives are at the amounts that would be settled if they were terminated at the end of the fiscal year. Profit and losses on transactions for trading purposes are shown as “Trading Profits” or “Trading Losses” on a trade date basis. (C) Securities Securities are valued principally at average cost. Shares of stock, debentures and other securities included in money held in trust of the Bank listed on stock exchanges are valued at the lower of cost or market, and unlisted other securities included in money held in trust of the Bank are valued at amortized cost. (d) Premises and Equipment Premises and equipment are stated at cost. Depreciation is computed by the declining-balance method while the straight-line method is applied to buildings acquired after April 1, 1998. The Bank changed the useful lives of buildings. The effect of the change was to increase depreciation 61 The Tokai Bank, Limited expense and to increase loss before income taxes by ¥319 million ($2,646 thousand). Depreciation of premises and equipment of the consolidated subsidiaries is computed principally by the straight-line method over the estimated useful lives of the assets. (e) Land Revaluation Under the new “Law of Land Revaluation,” revised and promulgated on March 31, 1999 and 1998, respectively, the Bank elected a one-time revaluation for its own-use land to current value based on real estate appraisal information as of March 31, 1998, partially as of March 31, 1999. The resulting land revaluation excess representing unrealized appreciation of land is stated net of income taxes as a separate component of stockholders’ equity in 1999, while it was stated as a liability in 1998. There is no effect on the statement of operations. Continuous readjustment is not permitted unless the value of the land has subsequently significant declines such that the amount of the decline in value should be removed from the land revaluation excess account and deferred tax liabilities. The details of the effect of revaluation as of March 31, 1999 and 1998, are as follows: Millions of Yen 1999 Land before revaluation . . . . . . Land after revaluation . . . . . . . . Land revaluation excess . . . . . . (Net of income taxes) . . . . . . 1998 ¥ 71,792 ¥ 54,516 230,617 199,563 158,225 145,047 (92,372) — Thousands of U.S. Dollars 1999 $ 595,537 1,908,063 1,312,526 (766,255) (f) Deferred Charges Stock issuance costs are charged to income as incurred. (g) Reserve for Possible Loan Losses The amount of the provision for reserve for possible loan losses is determined based on management’s judgment and assessment of future losses. The Bank has implemented the self-assessment system for its asset quality. The quality of all loans is assessed by branches and business units with a subsequent audit by the credit review department in accordance with the Bank’s policy and rules for self-assessment of asset quality. The Bank has established a credit rating system under which customers are classified into five categories. All loans are classified for self assessment purposes in the following categories “formal bankruptcy,” “de facto bankruptcy,” “bankruptcy risk,” “watch” and “normal.” The Bank provided for reserve for possible loan losses at an amount deemed necessary to cover possible losses. The reserve is estimated based on the fair value of collateral and guarantee for the formal bank- 62 The Tokai Bank, Limited ruptcy and the de facto bankruptcy category loans, the fair value of collateral as well as other factors of solvency including borrower’s future cash flows for the bankruptcy risk category and the actual past loss experience for the watch and the normal category loans. Provision for possible loan losses relating to restructuring countries is made to cover possible losses caused by political and economic difficulties of respective countries. With respect to loans with collateral and/or guarantees extended to borrowers in formal bankruptcy, or borrowers in de facto bankruptcy, the unrecoverable amount is estimated by deducting from the loan amount the realizable value of collateral or the amount likely to be recovered based on guarantees. The outstanding amount thus determined is then directly written off from the loan amount as the amount that is not likely to be recovered, which is ¥385,376 million in 1999. Each of the consolidated subsidiaries maintains a reserve for possible loan losses which is provided at amounts deemed necessary to cover such losses, based on their own experience in the past and their own estimate of future recoverability. Each of the domestic consolidated subsidiaries maintains a reserve for possible loan losses which is provided by the same manner as the Bank. (h) Reserve for Possible Losses on Collateralized Real Estate Loans Sold The reserve for possible losses on loans collateralized by real estate sold to the Cooperative Credit Purchasing Company, Limited (“CCPC”) is provided at an amount deemed necessary to cover possible losses based on the estimated fair value of real estate. In accordance with the terms of the loans collateralized by real estate sales contracts, the Bank is required to cover certain portions of losses incurred as defined in the contract, when CCPC disposes of real estate in satisfaction of debt. (i) Reserve for Retirement Allowances and Pension Plans Under most circumstances, employees of the Bank terminating their employment are entitled to lumpsum payments determined by reference to the basic rate of pay at the time of termination, length of service and other conditions under which the termination occurs. If the termination is involuntary, employees are usually entitled to greater payment than in the case of voluntary termination. In accordance with the Accounting Standards for Banks issued by the Japanese Bankers Association, the reserve for retirement allowances represents the amount which would be required if all employees terminated their employment under voluntary conditions at each balance sheet date. The accrued provisions are not funded. In addition, the Bank has a contributory pension plan covering substantially all employees. The policy for the plan is to fund and charge to income normal costs as accrued, on the basis of an accepted actuarial method. Substantially all of the foreign consolidated subsidiaries have funded pension plans for employees. (j) Other Reserves Other reserves of the Bank include the reserve for contingent liabilities from brokering of futures transactions and the reserve for securities transaction liabilities. The reserve for contingent liabilities from brokering of futures transactions is required to be provided under the Financial Futures Transaction Law of Japan. The reserve for securities transaction liabilities is required to be provided under the Securities and Exchange Law of Japan. Amendments of the Accounting Standards for Banks eliminated the requirements for provision for the reserve for price fluctuations of national government bonds and the reserve for possible losses on sales of trading account securities and the Bank ceased providing these reserves and reversed these reserves charged to income for the year ended March 31, 1998. holders’ equity accounts are included in “Other Assets” in the consolidated balance sheets. Assets and liabilities denominated in foreign currencies held by the Bank at the year end are translated into Japanese yen at exchange rates prevailing at the end of each fiscal year except that certain special accounts are translated at historical rates. Accounts of the Bank’s overseas branches are combined with those of the head office after translation into Japanese yen at exchange rates prevailing at the end of each fiscal year. Foreign currency accounts held by consolidated foreign subsidiaries are translated into the currency of the subsidiaries at the respective year-end exchange rates. (n) Amortization of Goodwill The excess of the cost of the Bank’s investments in consolidated subsidiaries and affiliated companies accounted for by the equity method, over its equity in the net assets at the respective dates of acquisition, is charged to income as incurred. (o) Dividends Dividends are generally paid semiannually. Interim and year-end dividends are authorized subsequent to the end of the period to which they are related, and are reflected in the consolidated statements of earned surplus when duly declared and authorized. (k) Lease Transactions (p) Per Share Information All leases of the Bank are accounted for as operating leases. Under Japanese accounting standards for leases, finance leases that deem to transfer ownership of the leased property to the lessee are to be capitalized, while other finance leases are permitted to be accounted for as operating lease transactions if certain “as if capitalized” information is disclosed in the notes to the lessee’s consolidated financial statements. Net income per share of common stock is based on the average number of common shares outstanding in the respective fiscal year. Diluted net income per share is not disclosed because the net loss is stated in 1999 and it is anti-dilutive in 1998. 3. CASH AND DUE FROM BANKS Cash and due from banks consist of the following: (l) Income Taxes Deferred income taxes are recorded to reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for tax purposes and loss carryforwards. These deferred taxes are measured by applying currently enacted tax rates to the temporary differences. Thousands of U.S. Dollars Millions of Yen 1999 1998 1999 Cash on hand . . . . . . . . . . . . . ¥ 443,566 ¥ 445,413 $ 3,679,519 Due from banks . . . . . . . . . . . 876,860 1,344,015 7,273,828 Total . . . . . . . . . . . . . . . . . . ¥1,320,426 ¥1,789,428 $10,953,347 (m) Foreign Currency Items The income statement items of foreign consolidated subsidiaries and affiliates are translated into Japanese yen at average exchange rates of the respective year. The balance sheet items of foreign consolidated subsidiaries and affiliates are translated into Japanese yen at exchange rates as of each balance sheet date, except for the common stock and capital surplus of certain consolidated subsidiaries, which are translated at historical rates. The differences resulting from applying different exchange rates to the stock63 The Tokai Bank, Limited 4. TRADING ASSETS AND LIABILITIES 6. SECURITIES Trading assets and liabilities at March 31, 1999 and 1998, consist of the following: Securities consist of the following: Millions of Yen Thousands of U.S. Dollars Millions of Yen 1999 Trading assets: Trading securities . . . . . . Derivatives associated with trading account securities . . . . . . . . . . . . Securities held for trading purposes . . . . . . Derivatives associated with securities held for trading purposes . . Derivative financial instruments . . . . . . . . . . Other trading assets . . . . Total . . . . . . . . . . . . . . . . Trading liabilities: Trading securities sold for short sales . . . . . . . . Derivatives associated with trading account securities . . . . . . . . . . . . Securities sold for trading purposes. . . . . . Derivatives associated with securities held for trading purposes. . . . . . Derivative financial instruments . . . . . . . . . . Other trading liabilities . . Total . . . . . . . . . . . . . . . . ¥ 1998 1999 69,659 ¥ 174,305 $ 577,843 37 3,713 307 297,234 945,047 2,465,649 187 491 1,551 460,270 425,277 361,189 458,956 3,818,084 3,527,806 ¥1,252,664 ¥1,943,701 $10,391,240 1999 1998 Thousands of U.S. Dollars 1999 National government bonds . . . . . . . . . . . . . . . . . . ¥ 771,154 ¥1,013,818 $ 6,396,964 Local government bonds . . . 307,492 233,625 2,550,742 Debentures . . . . . . . . . . . . . . . 341,712 162,277 2,834,608 Shares of stock . . . . . . . . . . . . 2,425,733 2,221,181 20,122,215 Other securities . . . . . . . . . . . 728,872 648,743 6,046,222 Total . . . . . . . . . . . . . . . . . . ¥4,574,963 ¥4,279,644 $37,950,751 The carrying values and aggregate market values of the securities held by the Bank, which are listed on stock exchanges or over-the-counter markets, at March 31, 1999 and 1998, are as follows: Millions of Yen 1999 ¥ 25,316 ¥ 8,509 $ 210,004 187 5 1,551 115,912 440,720 961,526 13 318,616 108 471,134 25,002 363,578 3,908,204 207,399 ¥ 637,564 ¥1,131,428 $ 5,288,792 1998 Thousands of U.S. Dollars 1999 Securities: Carrying value . . . . . . . . . . . ¥3,784,827 ¥3,353,027 $31,396,325 Aggregate market value. . . 3,988,623 3,607,119 33,086,877 Securities excluded from above are principally unlisted securities. Millions of Yen 1999 Securities . . . . . . . . . . . . . . . . . 1998 ¥893,011 ¥1,062,529 Thousands of U.S. Dollars 1999 $7,407,806 7. LOANS AND BILLS DISCOUNTED Loans and bills discounted consist of the following: 5. MONEY HELD IN TRUST The carrying values and aggregate market values of the money held in trust held by the Bank, which are based on the prices listed on stock exchanges or overthe-counter markets, at March 31, 1999 and 1998 are as follows: Millions of Yen 1999 Money held in trust: Carrying value . . . . . . . . . Aggregate market value . . 64 The Tokai Bank, Limited ¥ 248,860 245,535 1998 ¥ 278,529 279,764 Thousands of U.S. Dollars Millions of Yen 1999 1998 Thousands of U.S. Dollars 1999 Bills discounted. . . . . . . . . ¥ 401,639 ¥ 514,676 $ 3,331,721 Loans on notes . . . . . . . . . 3,872,336 3,894,232 32,122,240 Loans on deeds . . . . . . . . . 11,619,574 12,451,334 96,388,005 Overdrafts . . . . . . . . . . . . . 2,975,608 3,643,922 24,683,600 Total . . . . . . . . . . . . . . . ¥18,869,157 ¥20,504,164 $156,525,566 1999 $2,064,372 2,036,790 Loans to borrowers in legal bankruptcy of the Bank amounted to ¥72,564 million ($601,941 thousand) and ¥310,478 million at March 31, 1999 and 1998, respectively. The Bank has not accrued interest on such loans, because the collection or repayment of principal or interest is not expected for reasons such as, nonpayment of principal or interest which continued for a considerable length of time (excluding the portions being directly charged off) (hereinafter referred to as ‘loans for which accrued interest has not been accounted’), those loans for which exists a situation as provided under the Corporate Tax Law Article 96-1-3 items (i) to (v) (Ordinance 97 of 1965), or as prescribed in Article 96-1-4. Overdue loans of the Bank amounted to ¥248,384 million ($2,060,423 thousand) and ¥526,945 million at March 31, 1999 and 1998, for which interest has not been accrued, excluding the loans to borrowers in legal bankruptcy, and the loans for which interest payment has been temporarily suspended with the consent of the lender for the purpose of restructuring the business of, or supporting, the borrower. Furthermore, as a result of directly writing off the estimated unrecoverable amount mentioned above, loans to borrowers in legal bankruptcy and overdue loans decreased by ¥124,664 million ($1,034,127 thousand) and ¥161,187 million ($1,337,097 thousand), respectively, compared to the figures based on the previously used method. Loans overdue for at least three months of the Bank amounted to ¥63,887 million ($529,963 thousand) at March 31, 1999 for which payment of principal or interest is overdue for at least three months from the day following the contractual payment date, and excludes loans to borrowers in legal bankruptcy or overdue loans as above. Loans with concessions in terms of the Bank amounted to ¥91,162 million ($756,217 thousand) at March 31,1999 for which the Bank has made some concessions in terms beneficial to the borrower, such as, reduction or forgiveness of interest rate, suspension of interest payment or of principal payment, waiver of claims, for the purpose of restructuring the business of, or supporting the borrower, except for those falling under overdue loans and loans overdue for at least three months. Loans overdue for at least three months and loans with concessions in terms were not required to be disclosed in 1998. The total of loans to borrowers in legal bankruptcy, overdue loans, loans overdue for at least three months and loans with concessions in terms of the Bank amounted to ¥475,997 million ($3,948,544 thousand) at March 31, 1999. Effective April 1998, loans to borrowers in legal bankruptcy, overdue loans, loans overdue for at least three months and loans with concessions in terms of the Bank and consolidated subsidiaries are required to be disclosed. Loans to borrowers in legal bankruptcy amounted to ¥76,595 million ($635,380 thousand) at March 31, 1999. Overdue loans amounted to ¥257,111 million ($2,132,816 thousand) at March 31, 1999. Loans overdue for at least three months amounted to ¥64,469 million ($534,791 thousand) at March 31, 1999. Loans with concessions in terms amounted to ¥93,791 million ($778,026 thousand) at March 31, 1999. The total of loans to borrowers in legal bankruptcy, overdue loans, loans overdue for at least three months and loans with concessions in terms of the Bank and consolidated subsidiaries amounted to ¥491,966 million ($4,081,012 thousand) at March 31, 1999. 8. FOREIGN EXCHANGES Foreign exchanges consist of the following: Millions of Yen 1999 1998 Thousands of U.S. Dollars 1999 Assets: Due from foreign correspondents . . . . . . . . . . . . ¥ 76,682 ¥ 14,082 $ 636,101 Foreign bills of exchange bought . . . . . . . . . . . 210,925 252,301 1,749,689 Foreign bills of exchange receivable . . . . . . . . . 79,175 105,656 656,781 Total. . . . . . . . . . . . . . . . . . . . . . ¥366,782 ¥372,039 $3,042,571 Liabilities: Due to foreign correspondents . . . . . . . . . . . . . ¥117,894 ¥112,858 $ 977,968 Foreign bills of exchange sold . . . . . . . . . . . . . . 628 856 5,209 Foreign bills of exchange payable . . . . . . . . . . . 1,077 1,947 8,934 Total. . . . . . . . . . . . . . . . . . . . . . ¥119,599 ¥115,661 $ 992,111 9. OTHER ASSETS Other assets consist primarily of prepaid expenses, accrued income and securities for custody. 10. PREMISES AND EQUIPMENT Accumulated depreciation amounted to ¥205,210 million ($1,702,281 thousand) and ¥187,597 million at March 31, 1999 and 1998, respectively. 11. CUSTOMERS’ LIABILITIES FOR ACCEPTANCES AND GUARANTEES All contingent liabilities arising from acceptances and guarantees are reflected in acceptances and guarantees. As a contra account, customers’ liabilities for acceptances and guarantees are shown as assets representing the Bank’s right of indemnity from customers. 12. DEPOSITS Deposits consist of the following: Millions of Yen 1999 1998 Thousands of U.S. Dollars 1999 Current deposits. . . . . . . . ¥ 463,053 ¥ 474,346 $ 3,841,170 Ordinary deposits . . . . . . . 5,078,072 4,615,375 42,124,197 Deposits at notice . . . . . . 516,233 520,173 4,282,314 Time deposits . . . . . . . . . . 11,124,030 12,543,080 92,277,312 Negotiable certificates of deposit. . . . . . . . . . . . . 2,298,897 1,993,610 19,070,071 Other deposits . . . . . . . . . 1,362,650 1,904,822 11,303,609 Total . . . . . . . . . . . . . . . ¥20,842,935 ¥22,051,406 $172,898,673 65 The Tokai Bank, Limited 17. CONVERTIBLE DEBT 13. BORROWED MONEY Borrowed money includes subordinated borrowings of the Bank, which amounted to ¥577,000 million ($4,786,396 thousand) and ¥636,000 million at March 31, 1999 and 1998, respectively. 14. INCOME TAXES The Bank and its domestic subsidiaries are subject to Japanese national and local income taxes which, in the aggregate, resulted in a normal effective statutory tax rate of approximately 47% and 51% for the years ended March 31, 1999 and 1998, respectively. On March 31, 1999, a tax reform law was enacted in Japan which changed the normal effective statutory tax rate from approximately 47% to 42% effective for years beginning April 1, 1999. The tax effects of significant temporary differences and loss carryforwards which result in deferred tax assets and liabilities at March 31, 1999, are as follows: Deferred tax assets: Tax loss carryforwards . . . . . . . . Loss on devaluation of securities . . . . . . . . . . . . . . . . Reserve for possible losses on collateralized real estate loans sold . . . . . . . . . . . . . . . . . . Difference between book and tax bases of reserve for possible loan losses . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . Millions of Yen Thousands of U.S. Dollars ¥188,686 $1,565,209 15,135 125,550 28,471 236,176 123,275 25,153 1,022,605 208,652 ¥380,720 $3,158,192 Deferred tax liabilities . . . . . . . . ¥ $ Net deferred tax assets . . . . . . . ¥380,438 282 2,339 $3,155,853 The amounts of tax effects at March 31, 1998 were not required to be disclosed. 15. OTHER LIABILITIES Other liabilities consist primarily of accrued expenses, unearned income, borrowed securities, deposits received for repurchase agreements and accounts payable for trading transactions. 16. BONDS AND NOTES Bonds and notes include subordinated bonds and notes, which amounted to ¥424,022 million ($3,517,395 thousand) and ¥381,484 million at March 31, 1999 and 1998, respectively. 66 The Tokai Bank, Limited Convertible debt consists of the following: Millions of Yen 2-3/8% U.S. dollar convertible bonds due 2001. . . . . . . . . . . . . . . . . Thousands of U.S. Dollars 1999 1998 1999 ¥1,799 ¥1,799 $14,923 The 2-3/8% U.S. dollar convertible bonds due 2001 are convertible into common stock at a conversion price of ¥992.20 per share at March 31, 1999, subject to adjustment in certain circumstances including the authorization of a stock split, with a fixed rate of exchange applicable upon conversion of U.S. $1=¥155.50. 18. CAPITAL STOCK AND CAPITAL SURPLUS The authorized numbers of shares at March 31, 1999 and 1998, were 4,750 million and 4,360 million shares of common stock with a par value of ¥50 per share, respectively, and were 650 million and 100 million shares of non-voting, non-cumulative preferred stock without par value, respectively. Under the Commercial Code of Japan (the “Code”), at least 50% of the issue price of new shares, with a minimum of the par value thereof, is required to be designated as stated capital. The portion which is to be designated as stated capital is determined by resolution of the Board of Directors. Proceeds in excess of the amounts designated as stated capital have been credited to capital surplus. The Bank may transfer portions of capital surplus and legal reserve to stated capital by resolution of the Board of Directors. The Bank may also transfer portions of unappropriated retained earnings, available for dividends, to stated capital by resolution of the stockholders. Under the Code, the Bank may issue new common shares to existing stockholders without consideration as a stock split pursuant to resolution of the Board of Directors. The Bank may make such a stock split to the extent that the aggregate par value of the shares outstanding after the issuance does not exceed the stated capital. However, the amount calculated by dividing the total amount of stockholders’ equity by the number of outstanding shares after the issuance shall not be less than ¥50. Under the Code, the amount available for dividends is based on retained earnings as recorded on the Bank’s books. At March 31, 1999, retained earnings recorded on the Bank’s books were ¥78,805 million ($653,712 thousand) which is available for future dividends subject to the approval of stockholders and legal reserve requirements (see Note 24). On March 31, 1999, the Bank issued 222,617,000 shares of common stock with a par value of ¥50 per share at the issue price of ¥548 per share. Under the Law concerning Emergency Measures for the Revitalization of the Functions of the Financial System, the Bank has aimed to boost its capital base through the capital injection of public funds. On March 31, 1999, the Bank issued 300,000,000 shares convertible bonds type non-voting and non-cumulative preferred stock without par value convertible to 3.552 shares of common stock at the issue price of ¥2,000 per share, which were totally subscribed by Resolution and Collection Bank, Limited (renamed the Resolution and Collection Corporation). 20. SEGMENT INFORMATION The Bank and its consolidated subsidiaries operate predominantly in the banking business and certain subsidiaries operate in securities, trust and leasing industries, although those comprise a minor share of the Bank’s total business. The operations of the Bank and consolidated subsidiaries for the years ended March 31, 1999 and 1998, are summarized by geographic area as follows: Changes in common stock, preferred stock and capital surplus are as follows: Thousands of U.S. Dollars Millions of Yen 1999 Common stock: Balance, beginning of year . . . Issuance of common stock . . Balance, end of year . . . . . . . . ¥311,972 60,997 ¥372,969 1998 1999 ¥311,972 — ¥311,972 $2,587,905 505,989 $3,093,894 (Shares issued and (2,251,676 (2,029,059 outstanding, thousand thousand end of year) . . . . . . . . . . . . . . . . shares) shares) Preferred stock: Balance, beginning of year . . . Issuance of preferred stock . . . . . . . . . . . Balance, end of year . . . . . . . . ¥ 50,000 ¥ 50,000 $ 414,766 300,000 — 2,488,594 ¥350,000 ¥ 50,000 $2,903,360 (Shares issued and (350,000 (50,000 outstanding, thousand thousand end of year) . . . . . . . . . . . . . . . . shares) shares) Capital surplus: Balance, beginning of year . . . . . . . . . . . . . . . . . . . Add: Issuance of common stock . . Issuance of preferred stock . . . . . . . . . . . . . . . . . . . Balance, end of year . . . . . . . . . ¥288,035 ¥288,035 $2,389,341 60,997 — 505,989 300,000 — 2,488,594 ¥649,032 ¥288,035 $5,383,924 19. EARNED SURPLUS Under the Bank Law of Japan, an amount equivalent to at least 20% of cash dividends and bonuses to directors and statutory auditors must be appropriated as a legal reserve, until the reserve equals 100% of the Bank’s stated capital. This reserve amount, which is included in earned surplus, totals ¥67,969 million ($563,824 thousand) and ¥61,675 million as of March 31, 1999 and 1998, respectively, and is not available for dividends, but may be used to reduce a deficit by resolution of the stockholders or may be capitalized by resolution of the Board of Directors. 67 The Tokai Bank, Limited Millions of Yen Year Ended March 31, 1999 Japan America Ordinary income: Outside customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interarea transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,004,259 134,161 ¥ 101,574 43,005 Ordinary expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,138,420 1,524,763 144,579 130,243 ¥ (386,343) ¥ Europe 14,336 ¥ ¥ Others 97,172 19,119 ¥ 105,022 111,665 116,291 131,974 216,687 222,793 (15,683) ¥ (6,106) Eliminations Consolidated ¥ — (307,950) ¥ 1,308,027 — (307,950) (303,258) 1,308,027 1,706,515 ¥ (4,692) (398,488) Other income–net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,868 Income before income taxes and minority interest . . . Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥28,973,857 ¥1,957,303 ¥1,319,711 ¥2,312,899 Japan America Europe Others Ordinary income: Outside customers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interarea transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,019,693 157,607 ¥ 123,406 28,162 ¥ 235,262 23,927 ¥ 107,427 134,565 Ordinary expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,177,300 1,230,237 151,568 140,173 259,189 268,241 241,992 238,695 (368,620) ¥(2,724,060) ¥31,839,710 Eliminations Consolidated ¥ — (344,261) ¥ 1,485,788 — (344,261) (340,482) 1,485,788 1,536,864 Millions of Yen Year Ended March 31, 1998 ¥ (52,937) ¥ 11,395 ¥ (9,052) ¥ 3,297 ¥ (3,779) (51,076) Other income–net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,406 Income before income taxes and minority interest . . . Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ ¥31,260,914 ¥2,123,488 ¥2,863,388 ¥2,944,278 ¥(4,271,340) 16,330 ¥34,920,728 Thousands of U.S. Dollars Year Ended March 31, 1999 Ordinary income: Outside customers . . . . . . . . . . . . . . . . . . . . . . . . Interarea transfer . . . . . . . . . . . . . . . . . . . . . . . . . Ordinary expenses . . . . . . . . . . . . . . . . . . . . . . . . . . Japan $ 8,330,643 1,112,908 America $ 9,443,551 12,648,387 $ (3,204,836) 842,588 356,740 Europe $ 1,199,328 1,080,407 $ 118,921 806,072 158,598 Others $ 964,670 1,094,766 $ (130,096) 871,190 926,296 Eliminations Consolidated $ — (2,554,542) $ 10,850,493 — (2,554,542) (2,515,620) 10,850,493 14,156,078 1,797,486 1,848,138 $ (50,652) $ (38,922) Other income–net. . . . . . . . . . . . . . . . . . . . . . . . . . . 247,767 Income before income taxes and minority interest. . . . . . . . . . . . . . . . . . . . . . . Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (3,057,818) $240,347,217 “Others” consist principally of People’s Republic of China and Singapore. “Ordinary income” is total income less certain special income included in other income in the accompanying consolidated statements of operations. Ordinary income is summarized by geographic area based on the countries where branches or subsidiaries are located. Ordinary income arising from international operations which are produced both in and outside Japan was ¥558,918 million ($4,636,400 thousand) and ¥698,496 million, or 42.7% and 47.0% of total ordinary income for the years ended March 31, 1999 and 1998, respectively. 68 The Tokai Bank, Limited (3,305,585) $16,236,441 $10,947,416 $19,186,222 $(22,596,931) $264,120,365 21. OTHER INCOME Other income for the years ended March 31, 1999 and 1998, consists of the following: Millions of Yen 1999 1998 Thousands of U.S. Dollars 1999 Gain on sales of stocks and other securities . . . . . . . . . . ¥115,681 ¥172,536 $ 959,610 Gain on money held in trust . . . . 7,280 4,140 60,390 Gain on dispositions of premises and equipment . . . . . . . . . . . . . . 3,894 59,451 32,302 Recoveries of claims written off . . 57 29 473 Reversal of price fluctuations of national government bonds . . — 7,367 — Reversal of possible losses on sales of trading account securities . . . . . . . . . . . . . . . . . . . — 9,844 — Other . . . . . . . . . . . . . . . . . . . . . . . . 42,448 17,094 352,119 Total . . . . . . . . . . . . . . . . . . . . . ¥169,360 ¥270,461 $1,404,894 22. OTHER EXPENSES Obligations under finance leases: Other expenses for the years ended March 31, 1999 and 1998, consist of the following: Thousands of U.S. Dollars Millions of Yen 1999 1998 1999 Write-off of claims . . . . . . . . . . . . ¥223,734 ¥ 19,619 $1,855,944 Loss on sales of stocks and other securities . . . . . . . . . . 34,620 11,398 287,184 Loss on devaluation of stocks and other securities . . . . . . . . . . 20,601 6,022 170,892 Loss on money held in trust . . . . . . . . . . . . . . . . . 2,245 1,086 18,623 Enterprise tax . . . . . . . . . . . . . . . . — 50 — Loss on dispositions of premises and equipment . . . . . 3,591 5,290 29,788 Other . . . . . . . . . . . . . . . . . . . . . . . . 275,654 78,808 2,286,636 Total. . . . . . . . . . . . . . . . . . . . . . ¥560,445 ¥122,273 $4,649,067 Loss on sales of loans of the Bank collateralized by real estate to the Cooperative Credit Purchasing Company, Limited which amounted to ¥27,112 million ($224,903 thousand) and ¥9,111 million in 1999 and 1998, respectively, and losses from financial assistance provided to customers by the Bank which amounted to ¥179,387 million ($1,488,071 thousand) and ¥40,263 million in 1999 and 1998 are included in “Other.” Millions of Yen Thousands of U.S. Dollars Due within one year . . . . . . . . . . Due after one year . . . . . . . . . . . . ¥ 3,895 7,133 $32,310 59,171 Total . . . . . . . . . . . . . . . . . . . . . ¥11,028 $91,481 For the year ended March 31, 1998 Millions of Yen Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,900 6,044 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8,944 The imputed interest expense portion which is computed using the interest method is excluded from the above obligations under finance leases. Depreciation expense and interest expense, which are not reflected in the accompanying consolidated statements of operations, computed by the straightline method and the interest method were ¥4,151 million ($34,434 thousand) and ¥722 million ($5,989 thousand),respectively, for the year ended March 31, 1999. The minimum rental commitments under noncancelable operating leases as of March 31, 1999 and 1998, were as follows: As of March 31, 1999 Millions of Yen Thousands of U.S. Dollars Due within one year . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . ¥174 574 $1,443 4,762 Total. . . . . . . . . . . . . . . . . . . . . . . ¥748 $6,205 23. LEASE TRANSACTIONS Lessee The Bank and consolidated subsidiaries lease certain equipment and other assets. Pro forma information of leased property such as acquisition cost, accumulated depreciation, obligation under finance lease, depreciation expense, interest expense of finance leases that do not transfer ownership of the leased property to the lessee on an "as if capitalized" basis for the year ended March 31, 1999 and 1998, was as follows: As of March 31, 1998 Millions of Yen Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 204 801 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,005 For the year ended March 31, 1999 Millions of Yen Equipment Other Acquisition cost . . . . . . . . . . ¥27,097 Accumulated depreciation. . . 17,080 Net leased property . . . . . . ¥10,017 Total Thousands of U.S. Dollars Equipment Other Total $224,778 $2,688 $227,466 17,118 141,684 315 141,999 ¥286 ¥10,303 $ 83,094 $2,373 $ 85,467 ¥324 ¥27,421 38 69 The Tokai Bank, Limited Lessor 24. APPROPRIATION OF EARNED SURPLUS The consolidated subsidiaries lease certain equipment and other assets. Pro forma information of leased property such as acquisition cost, accumulated depreciation, rights under finance leases, depreciation expense, interest expense of finance leases that do not transfer ownership of the leased property to the lessee on an "as if capitalized" basis for the years ended March 31, 1999 and 1998, was as follows: The following plan of the Bank for the appropriation of unappropriated profit was approved at the ordinary stockholders meeting held on June 29, 1999. For the year ended March 31, 1999 Millions of Yen Thousands of U.S. Dollars Acquisition cost. . . . . . . . . . . . . . . . Accumulated depreciation . . . . . . ¥640 480 $5,309 3,982 Net leased property . . . . . . . . . . . . ¥160 $1,327 Millions of Yen Thousands of U.S. Dollars Due within one year . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . ¥101 75 $ 838 622 Total. . . . . . . . . . . . . . . . . . . . . . . ¥176 $1,460 Equipment Rights under finance leases: For the year ended March 31, 1999 For the year ended March 31, 1998 Millions of Yen Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥104 79 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥183 The imputed interest income portion which is computed using the interest method is excluded from the above rights under finance leases. Depreciation expense and interest income, which are not reflected in the accompanying consolidated statements of operations, computed by the straightline method and the interest method were ¥99 million ($821 thousand) and ¥9 million ($75 thousand), respectively, for the year ended March 31, 1999. The minimum rental commitments under noncancelable operating leases as of March 31, 1999 and 1998, were as follows: As of March 31, 1999 Millions of Yen Thousands of U.S. Dollars Due within one year. . . . . . . . . Due after one year . . . . . . . . . . ¥1 0 $8 0 Total . . . . . . . . . . . . . . . . . . . ¥1 $8 As of March 31, 1998 Millions of Yen Due within one year . . . . . . . . . . . . . . . . . . . . . . . . . . Due after one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1 2 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥3 70 The Tokai Bank, Limited Millions of Yen Appropriations: Legal reserve . . . . . . . . . . . . . . . . . . . Year-end dividends: The first preferred, ¥34.375 ($0.2852) per share . . . . . . . . . . . . . . The second preferred, ¥0.06 ($0.0005) per share . . . . . . . . . . . . . . The third preferred, ¥0.06 ($0.0005) per share . . . . . . . . . . . . . . Common, ¥2.75 ($0.02281) per share. . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousands of U.S. Dollars ¥1,600 $13,272 1,719 14,259 9 75 9 6,192 75 51,365 ¥9,529 $79,046 25. FINANCIAL INFORMATION OF THE PARENT COMPANY Non-Consolidated Balance Sheets Information The Tokai Bank, Limited March 31, 1999 and 1998 Thousands of U.S. Dollars (Note 1) Millions of Yen 1999 1998 1999 ASSETS Cash and Due from Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Paper and Other Debt Purchased. . . . . . . . . . . . . . . . . . . . . Trading Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and Bills Discounted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Exchanges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Premises and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customers’ Liabilities for Acceptances and Guarantees. . . . . . . . . . . . . Deferred Tax Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 1,307,554 616,986 175,728 791,655 248,860 4,677,838 18,676,833 364,484 1,182,003 346,025 1,604,825 370,405 ¥ 1,757,060 363,268 1,523 847,954 278,529 4,415,556 20,310,200 369,511 1,381,300 325,547 1,893,119 — $ 10,846,570 5,118,092 1,457,719 6,567,026 2,064,372 38,804,131 154,930,178 3,023,509 9,805,085 2,870,386 13,312,526 3,072,625 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥30,363,196 ¥31,943,567 $251,872,219 LIABILITIES Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Call Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowed Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Exchanges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for Possible Losses on Collateralized Real Estate Loans Sold . . . Reserve for Retirement Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acceptances and Guarantees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land Revaluation Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Liabilities Relating to Land Revaluation . . . . . . . . . . . . . . . ¥20,771,122 2,164,371 395,869 1,256,856 120,903 2,003,214 264,137 68,406 34,691 3 1,799 1,604,825 — 65,853 ¥21,843,726 1,606,364 371,130 1,984,560 115,903 2,298,679 795,688 74,722 34,392 3 1,799 1,893,119 145,047 — $172,302,962 17,954,135 3,283,857 10,426,014 1,002,928 16,617,288 2,191,099 567,449 287,773 25 14,923 13,312,526 — 546,271 Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,752,049 31,165,132 238,507,250 STOCKHOLDERS’ EQUITY Capital Stock: Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Land Revaluation Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earned Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 372,969 350,000 649,032 67,969 92,372 78,805 311,972 50,000 288,035 61,675 — 66,753 3,093,894 2,903,360 5,383,924 563,824 766,255 653,712 Total Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,611,147 778,435 13,364,969 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥30,363,196 ¥31,943,567 $251,872,219 71 The Tokai Bank, Limited Non-Consolidated Statements of Operations Information The Tokai Bank, Limited Years Ended March 31, 1999 and 1998 Thousands of U.S. Dollars (Note 1) Millions of Yen 1999 1998 1999 INCOME Interest on: Loans and Discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Operating Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 468,181 85,686 327,696 58,287 12,208 121,154 164,068 ¥ 513,137 110,757 300,865 60,111 9,262 113,354 265,858 $ 3,883,708 710,792 2,718,341 483,509 101,269 1,005,010 1,360,996 Total Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,237,280 1,373,344 10,263,625 EXPENSES Interest on: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Borrowings and Rediscounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and Administrative Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,158 58,970 286,516 17,602 — 68,617 244,774 116,604 525,809 326,720 50,422 244,206 17,675 2,319 29,879 253,433 304,323 138,474 1,925,823 489,174 2,376,740 146,014 — 569,200 2,030,477 967,267 4,361,750 Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,551,050 1,367,451 12,866,445 (Loss) Income before Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (313,770) 5,893 (2,602,820) Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (128,048) 215 (1,062,198) Net (Loss) Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ (185,722) 5,678 $ (1,540,622) ¥ Yen Per Share of Common Stock: Net (Loss) Income per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.S. Dollars ¥(93.21) ¥1.10 $(0.77) Non-Consolidated Earned Surplus Information The Tokai Bank, Limited Years Ended March 31, 1999 and 1998 Millions of Yen Thousands of U.S. Dollars (Note 1) 1999 1998 1999 Balance, Beginning of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment of Retained Earnings for Newly Applied Accounting for Tax Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Margin with Tosho Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer to Legal Reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends — Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (Loss) Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 66,753 ¥73,517 $ 553,737 234,181 887 (6,268) (31,026) (185,722) — — (2,100) (10,342) 5,678 1,942,604 7,358 (51,995) (257,370) (1,540,622) Balance, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 78,805 ¥66,753 $ 653,712 72 The Tokai Bank, Limited Non-Consolidated Cash Flows Information The Tokai Bank, Limited Years Ended March 31, 1999 and 1998 1999 OPERATING ACTIVITIES: Net (Loss) Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for Reserve for Possible Loan Losses . . . . . . . . . . . . . . . . . . . . . Provision for Reserve for Possible Losses on Collateralized Real Estate Loans Sold. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for (Reversal of) Reserve for Retirement Allowances . . . . . . . Reversal of Other Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Loss on Revaluation of Trading Assets and Liabilities . . . . . . . . . . . . Benefit for Deferred Income Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Gain on Sales and Maturities of Securities . . . . . . . . . . . . . . . . . . . . . . Loss on Sales and Exchange of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Gain on Sales Dispositions of Premises and Equipment . . . . . . . . . . Decrease in Trading Account Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) Decrease in Other Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Trading Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . (Decrease) Increase in Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other — Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thousands of U.S. Dollars (Note 1) Millions of Yen ¥ (185,722) 1998 ¥ 1999 5,678 $ (1,540,622) 15,734 116,604 15,299 304,323 10,089 299 — 10,338 (370,405) (103,652) 451,407 (357) — 631,926 204,324 (561,226) (290,465) 238,192 1,385 (562) (17,215) 7,455 — (205,832) 59,315 (54,161) 46,813 (486,226) (399,203) 1,947 1,495,826 (230,505) 83,691 2,480 — 85,757 (3,072,625) (859,826) 3,744,562 (2,961) — 5,242,024 1,694,932 (4,655,545) (2,409,498) 1,975,877 Total Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352,808 538,659 2,926,653 Net Cash Provided by Operating Activities . . . . . . . . . . . . . . . . . . . . . . . 167,086 544,337 1,386,031 INVESTING ACTIVITIES: Purchases of Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from Sales and Maturities of Securities . . . . . . . . . . . . . . . . . . . . . Increase in Call Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) Decrease in Commercial Paper and Other Debt Purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Increase) Decrease in Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in Loans and Bills Discounted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease (Increase) in Premises and Equipment. . . . . . . . . . . . . . . . . . . . . . 130,518 967,267 (4,837,886) 4,679,256 (253,718) (5,274,847) 5,822,282 (271,331) (40,131,779) 38,815,894 (2,104,670) (174,205) 29,669 517,400 (22,677) 8,997 (69,837) 52,566 46,870 (1,445,085) 246,113 4,291,995 (188,113) Net Cash (Used in) Provided by Investing Activities . . . . . . . . . . . . . . . . . (62,161) 314,700 FINANCING ACTIVITIES: Issuance of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (Decrease) in Call Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from Subordinated Borrowed Money . . . . . . . . . . . . . . . . . . . . . . Repayments of Subordinated Borrowed Money . . . . . . . . . . . . . . . . . . . . . (Decrease) Increase in Other Borrowed Money . . . . . . . . . . . . . . . . . . . . . . . Increase in Commercial Paper. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemption of Convertible Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 718,896 (1,072,604) 558,007 43,000 (72,455) (756,249) 58,000 — (31,026) — (706,387) (1,594,045) 332,054 (24,820) 88,120 — (17,620) (10,342) 5,963,467 (8,897,586) 4,628,843 356,698 (601,037) (6,273,322) 481,128 — (257,370) Net Cash Used in Financing Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (554,431) (1,933,040) (4,599,179) Net Decrease in Cash and Due from Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and Due from Banks, Beginning of Year. . . . . . . . . . . . . . . . . . . . . . . . . . (449,506) 1,757,060 (1,074,003) 2,831,063 (3,728,793) 14,575,363 (515,645) Cash and Due from Banks, End of Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,307,554 ¥1,757,060 $10,846,570 ADDITIONAL CASH FLOW INFORMATION: Interest Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income Taxes Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 497,330 2,187 ¥ 718,591 966 $ 4,125,508 18,142 73 The Tokai Bank, Limited 26. DERIVATIVE INFORMATION OF THE PARENT COMPANY The Parent Company uses various derivative financial instruments. As a result of adoption of mark-tomarket accounting for trading purpose transactions from April 1, 1997, the purposes are clearly separated into two types as follows: To manage market risk, the Parent Company uses a Value at Risk (“VaR”) analysis. VaR is a means of statistically analyzing past market conditions and trends to estimate the maximum amount of capital at risk at a particular time. VaR of the Parent Company and certain subsidiaries for the years ended March 31, 1999 and 1998, was estimated as follows: Banking Purpose Transactions These transactions are entered into to adjust portfolio of assets and liabilities and to hedge and reduce the exposure to fluctuation in market rates. Trading Purpose Transactions These transactions are entered into to meet the financing needs of the Parent Company’s customers and to seek to capture gains from short-term changes in market rate and other market related indices or from gaps among markets within the proper risk limits. Derivatives are subject to credit risk and market risk. Credit risk is the possibility that a loss may result from a counterparty’s failure to perform according to the terms and conditions of contract. Market risk is the exposure created by potential fluctuations in market conditions, including interest rate, equity price or forward exchange rate. The amounts of credit risk exposure of the Parent Company and certain subsidiaries, at March 31, 1999 and 1998, are estimated as follows: Billions of Yen Millions of U.S. Dollars 1999 1998 1999 Interest rate swap . . . . . . . . . . . . . . Currency swap . . . . . . . . . . . . . . . . . Foreign exchange forward contract. . . . . . . . . . . . . . . . . . . . . . Interest rate option purchased . . Currency option purchased . . . . . Other derivative instruments . . . . Netting effect. . . . . . . . . . . . . . . . . . ¥822 87 ¥671 124 $6,819 722 249 19 16 25 (691) 566 27 96 18 (687) 2,066 158 133 206 (5,732) Total. . . . . . . . . . . . . . . . . . . . . . . ¥527 ¥815 $4,372 74 The Tokai Bank, Limited Billions of Yen Millions of U.S. Dollars 1999 1998 1999 Maximum. . . . . . . . . . . . . . . . . . . . . . ¥6.8 Minimum . . . . . . . . . . . . . . . . . . . . . . 1.0 Average . . . . . . . . . . . . . . . . . . . . . . . 2.8 ¥8.7 2.8 5.1 $56 8 23 The VaR is measured in accordance with guidelines of Bank for International Settlements (BIS), which call for a holding period of ten business days and a 99% confidence interval for both 1999 and 1998. Credit risk of each individual counterparty is measured through the credit line approved by the credit division. The Parent Company also periodically oversees the overall costs, which would be necessary to contract the transactions on the same conditions if a counterparty defaults. For monitoring market risk, risk limits of the Parent Company are approved by the executive committee. Derivative transactions entered into by the Parent Company have been made in accordance with internal policies which regulate the authorization. The procedures to control and monitor market risk also include daily review of both risk positions for compliance with policy limits or regulations and profit, which is conducted by the Risk Management Division which is independent from the divisions interfacing markets. The Parent Company has the following derivatives contracts, which are quoted on listed exchanges, outstanding at March 31, 1999 and 1998: Thousands of U.S. Dollars Millions of Yen 1999 Contract or Notional Amount Banking Transactions Interest rate contracts: Futures written . . . . . . . . . . . . . . . . . . . . . . . . . . Futures purchased . . . . . . . . . . . . . . . . . . . . . . . Options written . . . . . . . . . . . . . . . . . . . . . . . . . . Options purchased . . . . . . . . . . . . . . . . . . . . . . . 1998 Fair Value Contract or Notional Amount ¥4,514,164 3,056,337 — 241,100 ¥4,520,124 3,059,704 — 157 Bonds contracts: Futures written . . . . . . . . . . . . . . . . . . . . . . . . . . Futures purchased . . . . . . . . . . . . . . . . . . . . . . . 953,309 827,837 Equity contracts: Futures written . . . . . . . . . . . . . . . . . . . . . . . . . . Futures purchased . . . . . . . . . . . . . . . . . . . . . . . 1999 Fair Value Contract or Notional Amount Fair Value ¥ 5,181,899 5,124,356 250,236 84,021 ¥ 5,195,591 5,136,418 68 — $37,446,404 25,353,273 — 2,000,000 $37,495,844 25,381,203 — 1,302 948,842 820,748 313,769 424,821 313,487 422,638 7,907,997 6,867,167 7,870,942 6,808,362 — — — — 11,402 2,917 11,736 2,934 — — — — Trading Transactions Interest rate contracts: Futures written . . . . . . . . . . . . . . . . . . . . . . . . . . Futures purchased . . . . . . . . . . . . . . . . . . . . . . . Options written . . . . . . . . . . . . . . . . . . . . . . . . . . Options purchased . . . . . . . . . . . . . . . . . . . . . . . 4,616,209 4,578,895 2,217,731 3,744,590 4,619,053 4,581,936 1,039 1,521 13,660,234 13,301,493 3,172,040 3,545,623 13,677,233 13,320,212 342 683 38,292,899 37,983,368 18,396,773 31,062,547 38,316,491 38,008,594 8,619 12,617 Bonds contracts: Futures written . . . . . . . . . . . . . . . . . . . . . . . . . . Futures purchased . . . . . . . . . . . . . . . . . . . . . . . Futures options written . . . . . . . . . . . . . . . . . . Futures options purchased. . . . . . . . . . . . . . . . 93,456 105,619 18,235 24,235 93,346 105,683 9 23 148,247 114,545 33,792 37,510 148,169 114,364 105 128 775,247 876,143 151,265 201,037 774,334 876,674 75 191 Foreign Exchange—Futures Purchased . . . . . . 292 — — — 2,422 — 75 The Tokai Bank, Limited The Parent Company has the following derivatives contracts, which are not quoted on listed exchanges, outstanding at March 31, 1999 and 1998: Thousands of U.S. Dollars Millions of Yen 1999 Contract or Notional Amount Banking Transactions Interest rate contracts: Forward rate agreements written . . . . . . . . . . Forward rate agreements purchased . . . . . . . Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . Cap written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cap purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . Floor written. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floor purchased . . . . . . . . . . . . . . . . . . . . . . . . . . Other written . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 2,500 24,110 42,643,918 1,307,030 12,376 412,085 36,165 321,029 Bonds Contracts: OTC options written . . . . . . . . . . . . . . . . . . . . . . OTC options purchased. . . . . . . . . . . . . . . . . . . . 100,000 100,000 Foreign exchange: Currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . 2,609,003 Trading Transactions Interest rate contracts: Forward rate agreements written . . . . . . . . . . Forward rate agreements purchased . . . . . . . Interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . Cap written . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cap purchased . . . . . . . . . . . . . . . . . . . . . . . . . . . Floor written. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Floor purchased . . . . . . . . . . . . . . . . . . . . . . . . . . Other written . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other purchased . . . . . . . . . . . . . . . . . . . . . . . . . 2,647,383 2,223,069 42,910,543 1,673,279 2,142,498 988,432 995,637 177,076 125,100 Foreign exchange: Forward exchange contracts written . . . . . . . Forward exchange contracts purchased . . . . 3,337,616 4,431,129 Currency swaps . . . . . . . . . . . . . . . . . . . . . . . . . . Options written . . . . . . . . . . . . . . . . . . . . . . . . . . Options purchased. . . . . . . . . . . . . . . . . . . . . . . . 836,012 369,238 336,047 The contracts or notional amounts of derivatives which are shown in the above table do not represent the amounts exchanged by the parties and do not measure the Parent Company’s exposure to credit or market risk. Derivative transactions for trading purposes are stated at market value in the accompanying financial statements. 76 The Tokai Bank, Limited 1998 Fair Value ¥ (0) (5) 13,616 (4,947) (12) (1,658) 123 (1,211) 4,321 — Contract or Notional Amount ¥ 155,000 62,178 30,116,037 149,130 6,577 63,071 2,000 300,688 1999 Fair Value ¥ 557 (186) (20,766) (184) (16) (80) 47 (678) Contract or Notional Amount $ 20,738 200,000 353,744,654 10,842,223 102,663 3,418,374 300,000 2,663,036 Fair Value $ (0) (41) 112,949 (41,037) (100) (13,754) 1,020 (10,046) — — — — 829,531 829,531 (1,625) 785,208 794 21,642,497 (13,480) 3,116 (2,693) (6,662) (2,818) 1,868 (7,329) 9,863 (3,366) 756 3,095,264 3,452,536 40,684,077 1,513,428 1,725,338 1,078,866 484,328 91,881 22,006 1,205 (2,533) (3,828) (2,273) 2,514 (1,750) 3,228 (3,001) 424 21,960,871 18,441,054 355,956,392 13,880,373 17,772,692 8,199,353 8,259,121 1,468,901 1,037,744 25,848 (22,339) (55,263) (23,376) 15,496 (60,796) 81,817 (27,922) 6,271 — — (3,795) — — 4,737,309 10,436,066 830,264 3,535,942 3,220,091 — — (3,444) — — 27,686,570 36,757,603 6,934,981 3,062,645 2,787,615 35,844 — — — (31,481) — — INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Stockholders of The Tokai Bank, Limited: We have examined the consolidated balance sheets of The Tokai Bank, Limited and consolidated subsidiaries as of March 31, 1999 and 1998, and the related consolidated statements of operations, earned surplus, and cash flows for the years then ended, all expressed in Japanese yen. Our examinations were made in accordance with auditing standards, procedures and practices generally accepted and applied in Japan and, accordingly, included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. In our opinion, the consolidated financial statements referred to above present fairly the financial position of The Tokai Bank, Limited and consolidated subsidiaries as of March 31, 1999 and 1998, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles and practices generally accepted in Japan applied on a consistent basis. Our examinations also comprehended the translation of Japanese yen amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1. Such U.S. dollar amounts are presented solely for the convenience of readers outside Japan. June 29, 1999 77 The Tokai Bank, Limited ADDITIONAL NON-CONSOLIDATED FINANCIAL INFORMATION Gross Business Profit Gross business profit decreased ¥25.5 billion to ¥415.4 billion. In domestic operations, the domestic gross interest margin improved 0.03 percentage points to 0.23 percent, supporting a ¥7.4 billion increase in interest income. However, other operating income decreased ¥34.4 billion due to a decline in bond related profit. Earnings from domestic operations declined ¥23.8 billion as a result. In international operations, other operating income increased by ¥3.5 billion, but a ¥5.5 billion decrease in interest income led to a decrease of ¥1.7 billion in earnings from international operations. Excluding the ¥32.9 billion decrease in bond related profit to ¥38.9 billion, gross business profit would have increased by ¥7.4 billion. Operating Expenses Expenses (except non-recurring expenses) decreased ¥9.8 billion to ¥239.6 billion. Main reasons included a ¥6.9 billion reduction in personnel expenses because of personnel reductions, a freeze on base salaries and cuts in bonuses. Moreover, supplies expenses were reduced ¥1.4 billion through means such as revising procurement practices. Net Business Profit With the drop in bond related profit, the gain in interest income and the decrease in expenses, net business profit, excluding addition to the general reserve, was ¥175.8 billion, down ¥15.8 billion year-on-year. Non-Recurring Profit/Loss Stock related profit decreased ¥90.3 billion to ¥64.8 billion. Of this total, profit from sales of stocks decreased ¥55.5 billion to ¥117.0 billion. This is because, in the first half there was a profit of ¥111.8 billion, mainly due to a realized profit of ¥109.9 billion from sales of stock holdings. Loss from sales of stocks increased by ¥23.1 billion, primarily because of losses booked in connection with the unwinding of cross-shareholdings. Loss on devaluation of stocks increased by ¥11.7 billion, mainly because of lower share prices. 78 The Tokai Bank, Limited Composition of Profit/Loss Years ended March 31 (yen billions) 1999 Gross business profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥415.4 Earnings from domestic operations . . . . . . . . . . . . . . . . . . . . . 345.4 1998 ¥440.9 369.2 Change ¥ (25.5) (23.8) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [Gross interest margin] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings from international operations . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trading income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expenses (except non-recurring expenses) . . . . . . . . . . . . . . . Personnel expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplies expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net business profit (excluding addition to general reserve) Credit related charges (addition to general reserve) . . . . . . . Net business profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-recurring profit/loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock related profit/loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income before income taxes and others . . . . . . . . . . . . . . . . . Extraordinary profit/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit related charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit/loss from disposal of real estate . . . . . . . . . . . . . . . . . Income/loss before income taxes . . . . . . . . . . . . . . . . . . . . . . . Provision for corporate, inhabitants’ and business tax . . . . . Income taxes deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends per share of common stock (annual)(yen) . . . 277.8 [0.20] 36.4 (1.0) 56.0 71.7 30.2 6.1 8.0 27.5 249.4 117.4 115.6 191.5 18.5 173.0 (212.8) 155.1 372.8 (44.4) 50.3 21.1 54.2 5.9 0.2 — 5.7 8.5 7.4 [0.03] 0.6 2.6 (34.4) (1.7) (5.5) (2.3) 2.7 3.5 (9.8) (6.9) (1.4) (15.8) (5.9) (9.9) (283.5) (90.3) 192.1 (294.8) (24.8) (21.1) (53.8) (319.7) 2.7 — 191.4 (1.5) 285.3 [0.23] 37.0 1.6 21.6 70.0 24.7 3.7 10.7 31.0 239.6 110.6 114.2 175.8 12.7 163.1 (496.3) 64.8 564.9 (339.3) 25.5 — 0.4 (313.8) 2.9 (130.9) (185.7) 7.0 Bond & Stock Related Profit/Loss Years ended March 31 Bond related profit/loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock related profit/loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit from sales of stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from sales of stocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on devaluation of stocks . . . . . . . . . . . . . . . . . . . . . . . . . (yen billions) 1999 ¥ 38.9 64.8 117.0 34.5 17.7 1998 ¥ 71.8 155.1 172.5 11.4 6.0 Change ¥(32.9) (90.3) (55.5) 23.1 11.7 Credit Related Charges Credit related charges exceeded the level of the fiscal year ended March 31, 1998 in totaling ¥577.6 billion, with ¥12.7 billion under net business profit and ¥564.9 billion under non-recurring profit/loss. During the fiscal year ended March 31, 1999, amid the continuing weak economic conditions in Japan, the Bank moved to protect future asset quality and implemented measures for the final disposal of problem loans in line with The Viewpoint on the Write-Offs and Allowances in Association with the Capital Injection promulgated by the Financial Reconstruction Commission and assessments in accordance with the Financial Inspection Manuals. Separately, we also implemented a rigorous selfassessment. 79 The Tokai Bank, Limited Credit Charges Under Net Business Profit Credit charges under net business profit of ¥12.7 billion consisted of addition to the general reserve. For sub-standard loans, the Bank sets aside approximately 15 percent for the portion not covered by collateral or guarantees. Given the extended economic weakness of the past two to three years and the resulting deterioration of the Bank’s loan portfolio, Tokai Bank employed highly conservative values for expected credit loss ratios in moving to protect future asset quality. For other loans to borrowers under watch, and for normal loans, the bank sets aside reserves based on an appropriate percentage of actual credit losses using the average loan maturity for each internal credit rating category. Credit Charges Under Non-Recurring Profit/Loss In the fiscal year ended March 31, 1999, disposal of problem loans under non-recurring profit/loss totaled ¥564.9 billion. The extended economic malaise both domestically and overseas had caused further deterioration of the Bank’s domestic loan portfolio and increased credit risk overseas, primarily in Asia. Moreover, the Bank is actively working to complete the disposal of problem loans and remove them from the balance sheet. For bankrupt and quasi-bankrupt claims, the Bank set aside 100 percent coverage through collateral, guarantees and reserves. For doubtful claims, the Bank set aside reserves for about 70 percent, excluding the portion which is covered by collateral and guarantees. Charge-off of loans, including specific provision, totaled ¥307.4 billion, due mainly to large-scale bankruptcies. Loss from sales of loans totaled ¥59.8 billion, reflecting the Bank’s efforts to move problem loans off the balance sheet. Of this total, ¥27.1 billion was loss from sales of loans to the Cooperative Credit Purchasing Company, Ltd., with the remaining ¥32.7 billion coming from moves such as bulk sales of loans (loss from sales of loans reserved). The principal sold to the Cooperative Credit Purchasing Company was ¥58.9 billion, and bulk sales totaled ¥290.4 billion. In addition, waiver of claims related to Fujita Corporation, Towa Real Estate and others totaled ¥179.4 billion. With the worsening economic environment in many Asian countries contributing to increased country risk, the Bank added ¥8.1 billion to the specific reserve for overseas losses, mostly for the credits outstanding in lndonesia, following revisions to policies for setting aside reserves for selected countries in June 1998. In the fiscal year ending March 31, 2000, the Bank will continue disposing of problem loans through means such as bulk sales. Problem Loans Loans under risk monitor at March 31, 1999 totaled ¥476.0 billion after partial direct charge-offs, and accounted for 2.5 percent of total loans. The reserve ratio for problem loans stood at 55.4 percent. Before partial direct charge-offs, loans under risk monitor represented 4.0 percent of loans and bills discounted, and the reserve ratio stood at 83.5 percent, representing a significant improvement from September 30, 1998 achieved through recovery of claims and sales of loans. Disclosed according to Article 7 of the Law concerning Emergency Measures for the Reconstruction of the Function of the Financial System, problem loans after partial direct charge-offs totaled ¥753.2 billion and represented 3.6 percent of total credit extended. The coverage ratio has improved significantly to 84.7 percent from September 30, 1998. 80 The Tokai Bank, Limited Credit Related Charges (Disposal of Problem Loans) Years ended March 31 (yen billions) 1999 Credit charges under net business profit . . . . . . . . . . . . . . . . . ¥ 12.7 Addition to general reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7 Credit charges under non-recurring profit/loss . . . . . . . . . . . Charge-off (including specific provision) . . . . . . . . . . . . . . . Loss from sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from sales of loans to CCPC . . . . . . . . . . . . . . . . . . Loss from sales of loans reserved . . . . . . . . . . . . . . . . . Loss from sales of overseas loans . . . . . . . . . . . . . . . . . Waiver of claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Addition to reserves for possible losses on loan sales . . . Specific reserve for overseas loan losses . . . . . . . . . . . . . . . 564.9 307.4 59.8 27.1 32.7 0 179.4 10.1 8.1 Credit charges under extraordinary profit/loss . . . . . . . . . . . — Loss from devaluation of investment in subsidiary . . . . . . — Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥577.6 1998 ¥ 18.5 18.5 Change ¥ (5.9) (5.9) 372.8 310.8 19.2 9.1 3.2 6.9 40.3 7.9 (5.4) 192.1 (3.3) 40.6 18.0 29.5 (6.9) 139.1 2.2 13.5 21.1 21.1 ¥412.4 (21.1) (21.1) ¥165.2 Sale of Problem Loans Year ended March 31, 1999 (yen billions) Principal sold Sales to CCPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 58.9 Sale of loans reserved and overseas loans . . . . . . . . . . . . . . . . 290.4 Loss from sales ¥27.1 32.7 Loans Under Risk Monitor For the fiscal year ended March 1999, loans to borrowers in legal bankruptcy and overdue loans decreased by ¥124.7 billion and ¥161.2 billion, respectively, after partial direct charge-offs, compared with the method used previously. As of March 31 1999 Loans to borrowers in legal bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 72.6 Overdue loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 248.4 Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 320.9 (Percentage of total loans). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.7%) Loans overdue for at least 3 months . . . . . . . . . . . . . . . . . . . . . 63.9 Loans with concessions in terms . . . . . . . . . . . . . . . . . . . . . . . . 91.2 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 476.0 (Percentage of total loans). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.5%) Loans outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥18,676.8 (yen billions) 1998 ¥ 310.5 526.9 837.4 (4.1%) 150.8 233.4 ¥ 1,221.6 (6.0%) ¥20,310.2 Notes: 1. As stipulated by corporate tax regulations, among loans for which unpaid interest is permitted to be omitted from income, loans to borrowers in legal bankruptcy represent the loan principal amount for borrowers to which any of the following apply: a) Borrowers who have declared commencement of reorganization procedures in accordance with the provisions of the Company Reorganization Law b) Borrowers who have declared commencement of composition in accordance with the provisions of the Composition Act c) Borrowers who have declared bankruptcy in accordance with the provisions of the Bankruptcy Law d) Borrowers who have declared commencement of adjustments or special liquidations in accordance with the provisions of the Commercial Code e) Borrowers whose clearinghouse transactions have been terminated (including banking syndicates that carry out clearinghouse operations in regions where there are no clearinghouses) f) Borrowers who are foreign governments, central banks or regional government bodies with loans whose value has decreased markedly as a result of payment arrears over a long period of time, and whose repayment is deemed extremely difficult 81 The Tokai Bank, Limited 2. Overdue loans Loans for which accrued interest has not been accounted for, excluding the loans to borrowers in legal bankruptcy, and the loans for which interest payment has been temporarily suspended with the consent of the lender for the purpose of restructuring the business of, or supporting, the borrower 3. Loans overdue at least three (3) months are loans for which payment of interest or principal has not been received for at least three (3) months from the day after the contractual payment date, other than loans to customers in legal bankruptcy or overdue loans. 4. Loans with concessions in terms are loans for which the Bank has made some concessions in terms beneficial to the borrower, such as reduction or forgiveness of interest rate, suspension of interest payment or of principal payment, or waiver of claims, for the purpose of restructuring the business of or supporting the borrower, except for those falling under the definitions for overdue loans and loans overdue for at least three (3) months. Problem Loans (After Partial Direct Charge-Offs) Under New Disclosure Standards (Financial Reconstruction Law, Article 7) As of March 31, 1999 Amount Percentage of (yen billions) total claims (%) Bankrupt and quasi-bankrupt claims . . . . . . . . . . . . . . . . . Doubtful claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Substandard claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Normal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 215.5 426.8 111.0 ¥ 753.2 19,964.8 ¥20,718.1 1.0 2.1 0.5 3.6 96.4 100.0 Coverage ratio (%) 100.0 86.3 49.0 84.7 — — Note: Implementation of Partial Direct Charge-Offs Beginning from the fiscal year ended March 31, 1999, a specific reserve is provided for loans categorized as Classification IV under the Bank’s self-assessment, even in cases not covered by tax laws. For these loans, the Bank implements partial direct charge-offs, which amounted to ¥385.4 billion, equivalent to the expected irrecoverable amount, in the fiscal year ended March 31, 1999. Income Before Income Taxes and Net Income Tokai Bank recorded a loss before income taxes and others of ¥339.2 billion, and a loss before income taxes of ¥313.8 billion. The application of tax effect accounting beginning in the fiscal year ended March 31, 1999 resulted in a total of ¥130.9 billion in income taxes deferred for the year. Consequently, net loss totaled ¥185.7 billion. Cash dividends per share of common stock decreased ¥1.50 to ¥7.00 because of the net loss. Dividend Policy Tokai Bank has adopted the policy of maintaining a stable dividend, while given its mandate to serve the general public and economy, being also mindful of the need for an adequate level of internal reserves to ensure sound management and long-term growth. During the fiscal year ended March 31, 1999, however, the Bank’s results were negatively impacted, and so a substantial loss was reported. To contain the depletion of internal reserves, the Bank reduced the interim dividend per share of common stock to ¥2.75 from ¥4.25, and declared a cash dividend per share for the year of ¥7.00. For preference shares, the Bank paid dividends of ¥68.75 for each first preference share and ¥0.06, representing the dividend for March 31, 1999 only, for each second and third preference share issued for the year. Hereafter, the directors and employees of the Bank will make a concerted effort to achieve overall progress and recovery, and by promptly achieving a recovery in the profit level and building up internal reserves, we aim to achieve a stable dividend payout. 82 The Tokai Bank, Limited Assets and Liabilities Total assets decreased ¥1,580.4 billion from a year earlier to ¥30,363.2 billion. The main reasons for this decline were a decrease in loans and bills discounted, which resulted from sales of loans to the Cooperative Credit Purchasing Company amounting to ¥58.9 billion, bulk sales of loans amounting to ¥290.4 billion, actual recovery of some loans, waiver of claims, direct charge-offs and the removal of nearly ¥1.2 trillion in problem loans from the balance sheet, and the Bank’s reduction of overseas assets not associated with Japanese customers. However, due to the application of tax effect accounting beginning the fiscal year ended March 31, 1999, assets (deferred tax assets) have increased by ¥370.4 billion compared to the figure based on the method used in the past. Total liabilities decreased ¥2,413.1 billion to ¥28,752.0 billion. A primary factor was the reduction in overseas deposits as part of the Bank’s efforts to control assets and liabilities overseas. Assets & Liabilities As of March 31 (yen trillions) Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans and bills discounted . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1999 ¥30.4 18.7 1998 ¥31.9 20.3 Change ¥(1.6) (1.6) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.9 2.8 28.8 18.5 15.9 2.6 16.7 3.6 31.2 19.9 15.5 4.3 (0.9) (0.8) (2.4) (1.4) 0.3 (1.7) Unrealized Profit/Loss on Listed Securities Held As of March 31, 1999, unrealized profit on listed securities held totaled ¥195.4 billion. This total represented a ¥57.2 billion decrease from a year earlier, mainly due to lower stock prices, but was a significant turnaround from the ¥117.4 billion unrealized loss on listed securities held as of September 30, 1998. Years ended March 31 (yen billions) 1999 1998 Unrealized profit/loss on listed securities held . . . . . . . . . . . ¥ 195.4 ¥ 252.6 Unrealized profit on listed securities held . . . . . . . . . . . . . . 432.9 472.1 Unrealized loss on listed securities held . . . . . . . . . . . . . . . 237.6 219.5 Nikkei stock average (yen). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,836 16,527 Change ¥(57.2) (39.2) 18.1 (691) (For reference) Unrealized profit/loss on listed securities held for the interim period ended September 30, 1998, was ¥117.4 billion (Nikkei stock average: ¥13,406). 83 The Tokai Bank, Limited Prices of Marketable Securities As of March 31 (yen billions) 1999 1998 Book Value Market Value Securities: Bonds . . . . . . . . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . ¥ 659.4 2,336.8 365.0 ¥3,361.3 ¥ 631.8 2,571.6 353.3 ¥3,556.7 Book Value Market Value ¥ 491.7 2,304.7 125.7 ¥2,922.1 ¥ 498.5 2,554.7 121.5 ¥3,174.7 Notes: 1. The above table covers only listed trading securities (bonds include government bonds, regional government bonds and corporate bonds). In most cases, the market prices of listed securities are determined by using the closing prices on the Tokyo Stock Exchange. Additionally, market prices of bonds as of March 31, 1999, may be calculated from yields announced by the Securities Association of Japan. 2. The table below covers unlisted securities for which it is possible to estimate a market value. As of March 31 (yen billions) 1999 1998 Book Value Market Value Securities: Bonds . . . . . . . . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . ¥331.5 25.1 66.9 ¥423.5 Book Value ¥333.8 31.9 66.3 ¥431.9 Market Value ¥362.4 27.9 40.7 ¥430.9 ¥367.1 27.9 37.4 ¥432.4 The market values of unlisted securities are determined as follows: transaction prices announced by the Securities Association of Japan in the case of securities traded over-the-counter; prices calculated from yields announced by the Securities Association of Japan in the case of bonds sold through public offering; market prices announced by authorized fund management companies in the case of beneficiary securities and in the case of securities investment trusts; and, transaction prices on the NASDAQ of the National Association of Securities Dealers of the USA for securities traded over-the-counter in the USA. 3. ‘Bonds’, ‘stocks’ and ‘others’ in this table and Note 2 above correspond to the categories in the balance sheets. 4. The table below shows the book values on the balance sheets for unlisted securities, which are not subject to market price valuation disclosure as above. As of March 31 (yen billions) Securities Unlisted bonds excluding public offerings . . . . . . . . . . . . . . . . Unlisted public bonds redeemable within one year . . . . . . . . Unlisted overseas bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unlisted stocks for related companies . . . . . . . . . . . . . . . . . . . Unlisted overseas stocks for related companies . . . . . . . . . . . Beneficiary securities held in closed investment trusts . . . . 1999 1998 ¥427.0 5.4 209.0 41.5 125.2 13.9 ¥355.7 195.9 230.6 40.6 156.7 10.9 5. Trading securities and trading transaction securities, which are accounted in the trading accounts, are revaluated at market prices, and the relevant profit or loss evaluations are reflected in the income statement. This description is therefore omitted here. Market Prices of Money Held in Trust As of March 31 (yen billions) 1999 Money held in trust . . . . . . . . . . Book Value ¥248.9 1998 Market Value ¥245.5 Book Value ¥278.5 Market Value ¥279.8 Notes: Market values are determined using the prices reasonably calculated by the fiduciary of the investment trusts as follows: 1. in most cases, the market values of listed securities are determined by using the closing prices on the Tokyo Stock Exchange, or prices calculated from yields announced by the Securities Association of Japan in the case of bonds sold through public offering. 2. For stocks registered on the over-the-counter market, market values are based on the transaction price as announced by the Securities Association of Japan. 84 The Tokai Bank, Limited INCOME AND EXPENSES (Non-Consolidated Basis) Domestic and International Operating Income by Division Years ended March 31 (yen billions) Domestic operations Category 1999 Interest income . . . . . . . . . . . . . . . . . . . . . . . . 1998 1999 ¥584.7 ¥403.3 300.3 378.6 417.6 689.8 277.8 284.4 46.0 45.5 9.6 9.0 36.4 36.4 0.8 1.8 (1.0) 73.6 72.2 17.6 41.7 56.0 30.5 369.2 351.3 1.68% 1.61% 24.7 12.0 8.3 3.7 10.7 0 10.7 45.8 14.8 31.0 70.0 1.33% 30.2 14.1 8.0 6.1 9.2 1.3 8.0 39.7 12.3 27.5 71.7 1.02% 42.4 14.3 6.9 7.4 ¥483.0 ¥484.6 Interest expenses. . . . . . . . . . . . . . . . . . . . . . . 197.7 Net interest income . . . . . . . . . . . . . . . . . . . . . . . Fee and commission income . . . . . . . . . . . . . Fee and commission expenses . . . . . . . . . . . Net fees and commissions . . . . . . . . . . . . . . . . . Trading income . . . . . . . . . . . . . . . . . . . . . . . . Trading expenses . . . . . . . . . . . . . . . . . . . . . . . Net trading income . . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . Other operating expenses . . . . . . . . . . . . . . . Other operating income, net . . . . . . . . . . . . . . . Gross business profit . . . . . . . . . . . . . . . . . . . . . . Gross business profit margin. . . . . . . . . . . . . . . 285.3 46.3 9.3 37.0 3.6 2.1 1.6 75.4 53.8 21.6 345.4 1.56% International operations 1997 206.8 1998 1997 ¥447.8 ¥732.3 46.3 33.1 13.2 63.0 0.86% Total 1999 1998 ¥881.6 4.7 571.6 4.7 309.9 58.3 17.6 40.7 12.2 — 12.2 121.2 68.6 52.5 415.4 1.56% 1997 ¥924.8 ¥1,312.4 7.6 4.6 616.7 985.6 7.6 4.6 308.0 326.8 60.1 59.7 17.7 15.9 42.4 43.8 9.3 2.3 6.9 113.4 118.5 29.9 74.8 83.5 43.7 440.9 414.4 1.58% 1.45% Notes: 1. Domestic operations include yen-denominated transactions at domestic branches. International operations include foreign-currency transactions at domestic branches and transactions at overseas branches. International operations also include yen-denominated transactions for non-residents and transactions in Tokyo special offshore accounts (International Banking Facility (IBF)). 2. “Interest expenses” are shown after deduction of an amount equivalent to interest expenses on money held in trust (1997: ¥5.0 billion, 1998: ¥4.6 billion, 1999: ¥6.0 billion). 3. The figures in the lower row under ‘Total’ for ‘Interest Income’ and ‘Interest expenses’ indicate the interest from lending and borrowing between domestic operations and international operations. 4. For ‘Trading income’ and ‘Trading expenses’, the net figures are shown for each of the categories ‘Income (Expenses) from trading-related financial derivatives transactions’ and ‘Other trading income (expenses)’ under ‘Domestic operations’, ‘International operations’ and ‘Total’ columns. 5. Gross business profit margin = (Gross business profit/Average balance of interest-earning assets) × 100 Interest-Earnings Assets and Liabilities, Interest Rate and Yield Domestic Operations Year ended March 31 (yen billions) 1999 Categories Interest-earning assets . . . . . . . . . . . . . . . . Loans and bills discounted . . . . . . . . . . . Trading account securities . . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . . Call loans . . . . . . . . . . . . . . . . . . . . . . . . . . . Bills purchased . . . . . . . . . . . . . . . . . . . . . Due from banks . . . . . . . . . . . . . . . . . . . . . Interest-bearing liabilities . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . Negotiable certificates of deposit . . . . . Call money . . . . . . . . . . . . . . . . . . . . . . . . . Bills sold . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper . . . . . . . . . . . . . . . . . . Borrowed money . . . . . . . . . . . . . . . . . . . Average balance 1998 Simple interest Yield (%) Average balance ¥22,112.1 (819.4) 17,111.5 ¥483.0 (4.7) 329.8 2.18 3,877.0 10.8 129.7 158.7 20,482.0 15,256.1 2,419.0 2,016.5 226.7 74.7 651.1 56.8 0,1 0.5 1.5 197.7 61.7 14.5 11.5 1.1 0.4 18.8 1.46 0.54 0.40 0.94 0.96 0.40 0.60 0.57 0.47 0.49 2.88 1.92 1997 Simple interest Yield (%) Average balance ¥21,951.7 (1,197.7) 16,748.8 ¥484.6 (7.6) 334.0 2.20 3,830.0 18.2 5.7 149.7 20,714.4 14,883.1 2,320.6 2,089.3 309.7 73.5 0.2 0.1 1.2 206.8 72.7 14.8 10.7 1.9 1.91 0.86 0.99 0.83 0.99 0.48 0.63 0.51 0.62 ¥21,786.7 (657.0) 16,626.1 37.4 3,850.4 84.0 1.0 433.2 21,055.2 14,479.5 2,244.7 2,811.0 449.4 1,276.8 23.3 1.82 1.99 1,141.6 Simple interest Yield (%) ¥584.7 (4.6) 350.2 1.3 88.6 0.5 0 2.8 300.3 84.5 12.3 13.8 2.2 2.68 23.3 2.10 3.60 2.30 0.60 0.49 0.64 1.42 0.58 0.54 0.48 0.49 2.03 Notes: 1. “Interest-earning assets” are shown after deduction of the average balance of non-interest-earnings due from banks (1997: ¥184.8 billion, 1998: ¥191.5 billion, 1999: ¥196.5 billion). “Interest-bearing liabilities” are shown after deduction of an amount equivalent to the average balance of money held in trust (1997: ¥189.5 billion, 1998: ¥221.1 billion, 1999: ¥209.9 billion) and interest (1997: ¥2.7 billion, 1998: ¥2.2 billion, 1999: ¥2.0 billion). 2. Figures in parentheses indicate the average balances of lending and borrowings or interest payments made between domestic and international operations. 85 The Tokai Bank, Limited International Operations Years ended March 31 (yen billions) 1999 1998 1997 Categories Average balance Simple interest Yield (%) Average balance Simple interest Yield (%) Average balance Simple interest Yield (%) Interest-earning assets ................................. Loans and bills discounted ....................... Trading account securities....................... Securities ..................................................... Call loans ...................................................... Bills purchased ........................................... Due from banks .......................................... ¥5,256.9 3,151.6 ¥403.3 136.2 7.67 4.32 ¥6,987.3 4,060.1 ¥447.8 174.7 6.40 4.30 756.7 42.1 — 914.5 28.9 2.1 — 33.0 3.81 4.97 — 3.60 789.2 75.7 — 1,659.8 37.2 4.2 — 52.3 4.71 5.55 — 3.14 ¥7,257.8 3,897.1 — 719.5 95.9 — 2,093.2 ¥732.3 159.3 — 36.6 5.3 — 63.0 10.08 4.08 — 5.08 5.49 — 3.00 5,197.7 (819.4) 3,574.9 102.8 104.2 — — 549.9 378.6 (4.7) 149.1 6.9 5.5 — — 21.7 7.28 7,002.2 (1,197.7) 4,922.8 280.4 120.2 — 417.6 (7.6) 221.3 18.0 6.1 — 5.96 Interest-bearing liabilities ............................ Deposits ....................................................... Negotiable certificates of deposit .......... Call money ................................................... Bills sold ....................................................... Commercial paper ..................................... Borrowed money ....................................... 4.17 6.66 5.23 — — 3.95 384.0 8.3 4.49 6.41 5.10 — 7,262.3 (657.0) 5,780.8 249.1 126.7 — 2.17 299.7 689.8 (4.6) 222.8 14.6 6.3 — 7.6 9.49 3.85 5.84 4.99 — 2.52 Notes: 1. “Interest-earning assets” are shown after deduction of the average balance of non-interest earnings due from banks (1997: ¥8.0 billion, 1998: ¥7.8 billion, 1999: ¥7.1 billion). “Interest-bearing liabilities” are shown after deduction of an amount equivalent to the average balance of money held in trust (1997: ¥23.8 billion, 1998: ¥40.5 billion, 1999: ¥54.8 billion) and interest (1997: ¥2.3 billion, 1998: ¥2.4 billion, 1999: ¥4.0 billion). 2. Figures in parentheses indicate the average balances of lending and borrowings or interest payments made between domestic and international operations. 3. The average balance of foreign-currency-denominated transactions at domestic branches included in international operations are calculated using the current month method (the telegraphic transfer rate at the end of the prior month is applied to non-exchange transactions). Total Years ended March 31 (yen billions) 1999 Categories Interest-earning assets ................................. Loans and bills discounted ....................... Trading account securities....................... Securities ..................................................... Call loans ...................................................... Bills purchased ........................................... Due from banks .......................................... Interest-bearing liabilities ............................ Deposits ....................................................... Negotiable certificates of deposit .......... Call money ................................................... Bills sold ....................................................... Commercial paper ..................................... Borrowed money ....................................... 1998 1997 Average balance Simple interest Yield (%) Average balance Simple interest Yield (%) ¥26,549.5 20,263.1 ¥881.6 466.0 3.32 2.29 ¥27,741.3 20,808.9 ¥924.8 508.8 3.33 2.44 4,633.7 52.9 129.7 1,073.3 24,860.3 18,831.1 2,521.8 2,120.7 226.7 74.7 1,201.0 85.7 2.2 0.5 34.5 571.6 210.8 21.4 17.0 1.1 0.4 40.5 1.84 4.07 0.40 3.21 2.29 1.11 0.84 0.80 0.47 0.49 3.37 4,619.2 93.9 5.7 1,809.6 26,518.8 19,805.9 2,601.0 2,209.5 309.7 110.8 4.4 0.1 53.5 616.7 294.0 32.7 16.9 1.9 2.39 4.64 0.99 2.95 2.32 1.48 1.25 0.76 0.62 1,660.7 31.6 1.90 Average balance Simple interest Yield (%) ¥28,387.5 ¥1,312.4 20,523.2 509.5 37.4 1.3 4,569.9 125.2 179.9 5.8 1.0 0 2,526.4 65.7 27,660.5 985.6 20,260.3 307.3 2,493.8 26.9 2,937.7 20.1 449.4 2.2 4.62 2.48 3.60 2.74 3.21 0.49 2.60 3.56 1.51 1.07 0.68 0.49 1,441.4 30.8 2.13 Notes: 1. “Interest-earning assets” are shown after deduction of the average balance of non-interest earnings due from banks (1997: ¥192.8 billion, 1998: ¥199.3 billion, 1999: ¥203.6 billion). “Interest-bearing liabilities” are shown after deduction of an amount equivalent to the average balance of money held in trust (1997: ¥213.3 billion, 1998: ¥261.6 billion, 1999: ¥264.7 billion) and interest (1997: ¥5.0 billion, 1998: ¥4.6 billion, 1999: ¥6.0 billion). 2. The average balance and interest from lending and borrowing between domestic operations and international operations are shown on a net basis. 86 The Tokai Bank, Limited Interest Received and Paid Domestic Operations Years ended March 31 (yen billions) 1999 1998 1997 Categories Interest received . . . . . . . . . . . . . . . . . . . . . Loans and bills discounted . . . . . . . . . . Trading account securities . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . Call loans. . . . . . . . . . . . . . . . . . . . . . . . . . Bills purchased . . . . . . . . . . . . . . . . . . . . Due from banks . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Negotiable certificates of deposit. . . . Call money . . . . . . . . . . . . . . . . . . . . . . . . Bills sold . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper . . . . . . . . . . . . . . . . . Borrowed money . . . . . . . . . . . . . . . . . . Volumerelated Raterelated Net change Volumerelated Raterelated Net change Volumerelated ¥ 3.5 7.1 ¥ (5.2) (11.3) ¥ (1.7) (4.2) ¥ 4.4 2.6 ¥(104.5) (18.7) ¥(100.1) (16.2) 0.9 (0.1) 0.5 0.1 (17.6) (0) (0.1) 0.2 (16.7) (0.1) 0.5 0.3 (0.5) (0.5) 0 (2.2) (14.7) 0.2 0 0.7 (15.1) (0.4) 0.1 (1.5) ¥ 8.4 0 0.1 1.8 (0.6) (0.3 2.1 (2.3) 1.8 0.6 (0.4) (0.5) 0.4 (14.4) (6.8) (12.8) (0.9) 1.2 (0.4) — 10.0 (9.1) (11.0) (0.2) 0.8 (0.9) 0.4 (4.5) (4.8) 2.3 0.4 (3.7) (0.8) (88.7) (14.1) 2.0 0.7 0.5 (93.5) (11.8) 2.5 (3.0) (0.3) 3.4 0.5 1.0 (0.4) (1.1) (81.4) (72.4) (8.5) (8.9) (1.5) (77.9) (72.0) (7.5) (9.3) (2.6) 2.6 (2.6) 5.8 (7.2) (1.4) 0 Raterelated Net change ¥(115.2) ¥(106.8) (86.3) (86.3) 0.3 0.4 (25.7) (23.8) (0.4) (1.0) (0.2) (0.5) (1.4) 0.8 Note: Overlapping amounts of volume- and rate-related increases and decreases have been proportionally allocated to both categories. International Operations Years ended March 31 (yen billions) 1999 1998 1997 Categories Interest received . . . . . . . . . . . . . . . . . . . . . Loans and bills discounted . . . . . . . . . . Trading account securities . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . Call loans . . . . . . . . . . . . . . . . . . . . . . . . . . Bills purchased. . . . . . . . . . . . . . . . . . . . . Due from banks . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Negotiable certificates of deposit . . . . Call money . . . . . . . . . . . . . . . . . . . . . . . . Bills sold . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper. . . . . . . . . . . . . . . . . . Borrowed money . . . . . . . . . . . . . . . . . . Volumerelated Raterelated Net change Volumerelated Raterelated Net change Volumerelated Raterelated Net change ¥(123.1) (39.3) ¥ 78.6 0.7 ¥(44.5) (38.6) ¥(26.4) 6.8 ¥(258.1) 8.6 ¥(284.5) 15.4 (8.4) (2.1) — (19.3) (39.0) (72.2) (11.1) (0.7) — — 13.4 3.4 (1.1) — (13.5) (23.9) (35.7) 1.9 (0.3) — (2.8) 0.1 — 2.9 (248.4) 34.1 1.5 0.1 — 0.6 (1.1) — (10.7) (272.3) (1.5) 3.4 (0.2) — ¥51.0 25.5 — 8.3 (2.1) — (12.3) 55.6 12.5 5.8 (2.3) — ¥ 1.5 (20.6) — 5.2 (0.9) — (27.1) (14.4) (34.7) (0.9) (1.1) — ¥ 52.6 4.9 — 13.5 (2.9) — (39.4) 41.3 (22.2) 4.9 (3.4) — (5.5) (4.8) (1.5) (1.7) — (26.0) (120.4) (57.1) (11.8) (0.8) — — 4.6 (6.9) (0.4) — 6.7 81.5 (15.0) 0.7 0.2 — — 8.8 1.9 (1.2) 0.8 0.7 Note: Overlapping amounts of volume- and rate-related increases and decreases have been proportionally allocated to both categories. 87 The Tokai Bank, Limited Total Years ended March 31 (yen billions) 1999 1998 1997 Categories Interest received . . . . . . . . . . . . . . . . . . . . . Loans and bills discounted . . . . . . . . . . Trading account securities . . . . . . . . . . Securities . . . . . . . . . . . . . . . . . . . . . . . . . Call loans . . . . . . . . . . . . . . . . . . . . . . . . . . Bills purchased. . . . . . . . . . . . . . . . . . . . . Due from banks . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Negotiable certificates of deposit . . . . Call money . . . . . . . . . . . . . . . . . . . . . . . . Bills sold . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper. . . . . . . . . . . . . . . . . . Borrowed money . . . . . . . . . . . . . . . . . . Volumerelated Raterelated Net change Volume- Raterelated related Net change Volumerelated ¥(39.6) (13.1) ¥ (3.6) (29.7) ¥(43.2) (42.8) ¥(29.2) 7.0 ¥(358.4) (7.8) ¥(387.7) (0.7) 0.3 (1.7) 0.5 (23.3) (38.2) (13.9) (1.0) (0.7) (0.5) 0.4 (10.5) (25.4) (0.5) (0.1) 4.3 (6.9) (69.3) (10.4) 0.8 (0.4) — 19.4 (25.1) (2.2) 0.5 (19.1) (45.1) (83.2) (11.4) 0.1 (0.9) 0.4 8.9 1.3 (3.4) 0 (20.4) (39.2) (6.8) 1.2 (5.4) (0.8) (15.8) 2.0 0 8.2 (329.7) (6.5) 4.7 2.2 0.5 (14.5) (1.4) 0.1 (12.2) (368.9) (13.3) 5.9 (3.2) (0.3) ¥29.0 16.9 0.1 7.1 (3.8) (0.3) (1.8) 22.3 6.7 2.6 (1.0) (1.1) 4.4 (3.6) 0.8 7.1 Raterelated Net change ¥ (82.6) ¥(53.6) (98.3) (81.4) 0.3 0.4 (17.4) (10.3) (0.2) (4.0) (0.2) (0.5) (36.8) (38.6) (58.3) (36.0) (100.8) (94.2) (5.2) (2.6) (11.7) (12.7) (1.5) (2.6) (13.4) (6.2) Note: Overlapping amounts of volume- and rate-related increases and decreases have been proportionally allocated to both categories. Fees and Commissions Years ended March 31 (yen billions) Domestic operations Category Fees and commissions (income). . . . . . . . . . . . Deposits and loans . . . . . . . . . . . . . . . . . . . . . Remittances and transfers. . . . . . . . . . . . . . . Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Safe deposits . . . . . . . . . . . . . . . . . . . . . . . . . . Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees and commissions (expenses) . . . . . . . . . . Remittances and transfers. . . . . . . . . . . . . . . International operations Total 1999 1998 1997 1999 1998 1997 1999 1998 1997 ¥46.3 5.6 24.0 5.3 1.8 1.4 0.8 9.3 4.2 ¥46.0 5.8 23.9 4.8 2.2 1.4 0.7 9.6 4.3 ¥45.5 5.4 23.5 5.3 2.4 1.5 0.9 9.0 4.2 ¥12.0 1.9 5.7 — 0 — 3.3 8.3 1.4 ¥14.1 2.6 6.4 — 0.2 — 3.9 8.0 1.6 ¥14.3 2.6 6.4 — 0.2 — 4.0 6.9 1.7 ¥58.3 7.5 29.7 5.3 1.9 1.4 4.1 17.6 5.6 ¥60.1 8.3 30.3 4.8 2.3 1.4 4.6 17.7 5.9 ¥59.7 8.1 30.0 5.3 2.6 1.5 4.9 15.9 5.8 Trading Income Years ended March 31 (yen billions) Domestic operations Categories Trading income . . . . . . . . . . . . . . . . . . . . . . . . . . Income from trading securities . . . . . . . . . . Income from securitiesrelated transactions . . . . . . . . . . . . . . . . . . Income from trading-related financial derivatives transactions. . . . . . . . . . . . . . . Other trading income . . . . . . . . . . . . . . . . . . . Trading expenses. . . . . . . . . . . . . . . . . . . . . . . . . Expenses from trading securities. . . . . . . . . Expenses from securitiesrelated transactions . . . . . . . . . . . . . . . . . . Expenses from trading-related financial . . derivatives transactions. . . . . . . . . . . . . . . Other trading expenses . . . . . . . . . . . . . . . . . 1999 1998 ¥3.6 0.8 1997 International operations 1999 1998 ¥0.8 — ¥10.7 — ¥9.2 0 ¥12.2 0.8 ¥9.3 — 0.9 — 1.1 — 2.0 — — 1.9 2.1 — — 0.8 1.8 0.5 9.6 — 0 0 9.2 — 1.3 — 7.5 1.9 — — 8.4 0.8 2.3 0.5 — 0.5 — 1.3 — 1.8 2.1 — 0.8 — — — — — — — — — Note: Figures represent net income or expense in each of the corresponding categories. 88 The Tokai Bank, Limited 1997 Total 1999 1998 1997 Net Other Operating Income Years ended March 31 (yen billions) Category 1999 1998 1997 1996 1995 Domestic operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profits on trading account securities. . . . . . . . . . . . . . . . . . . . . . . . . . . Bond related profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profits on foreign exchange transactions . . . . . . . . . . . . . . . . . . . . . . . Bond related profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥22 — 22 0 31 14 17 — ¥53 ¥56 — 56 0 27 11 16 — ¥83 ¥30 1 29 0 13 12 2 — ¥44 ¥61 2 60 0 14 10 4 — ¥76 ¥ 8 3 6 0 22 15 7 — ¥30 1999 1998 1997 1996 1995 ¥ 92.5 2.6 3.1 19.9 15.7 23.4 0.7 3.9 2.9 1.5 4.5 2.9 14.9 56.3 ¥244.8 ¥ 99.3 2.9 3.1 18.7 15.3 22.8 0.6 3.6 3.1 1.8 4.6 3.5 16.3 57.8 ¥253.4 ¥100.2 3.1 2.9 19.0 18.2 23.0 1.0 4.8 3.0 1.9 4.9 4.0 15.0 56.8 ¥257.7 ¥ 97.5 2.9 2.9 19.4 18.0 22.0 1.0 4.5 3.1 1.7 4.7 4.0 15.7 47.0 ¥244.5 ¥ 98.4 3.4 2.9 18.0 18.1 19.8 1.0 4.4 3.0 1.8 4.5 3.8 13.9 44.4 ¥237.7 General and Administrative Expenses Years ended March 31 (yen billions) Salaries and allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer to reserve for retirement allowance . . . . . . . . . . . . . . . . . . . . . . Social contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leases on buildings and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repair expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lighting and heating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Travel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Telephone, fax and others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advertising expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profitability Ratios Years ended March 31 (%) Pre-tax return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pre-tax return on equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Return on assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Return on equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1999 1998 1997 1996 1995 — — — — — — 0.01 0.73 0.14 5.80 0.13 5.29 — — — — 0.10 2.93 0.07 2.07 Notes: 1. Pre-tax return on assets = (Income before income taxes and others/Average total assets-excluding customers' liabilities for acceptances and guarantees) × 100 Return on assets = (Net income/Average total assets) × 100 2. Pre-tax return on equity = (Income before income taxes and others/Average total stockholders’ equity) × 100 Return on equity = (Net income/Average total stockholders’ equity) × 100 3. Figures are not presented for the fiscal years ended March 1996 and March 1999 because losses before income taxes and others and net losses were recorded for those years. 4. Pre-tax return on assets and equity are not presented for the fiscal year ended March 1998 because a loss before income taxes and others was recorded for that year. Interest Rate and Margin Information Years ended March 31 (%) 1999 1998 1997 1996 1995 Domestic operations Return on earning assets . . . . . . . . . . . . . . . Cost of funds. . . . . . . . . . . . . . . . . . . . . . . . . . Gross interest margin . . . . . . . . . . . . . . . . . . 2.18 1.94 0.23 2.20 2.00 0.20 2.68 2.44 0.24 3.20 2.78 0.41 3.71 3.41 0.30 International operations Return on earning assets . . . . . . . . . . . . . . . Cost of funds. . . . . . . . . . . . . . . . . . . . . . . . . . Gross interest margin . . . . . . . . . . . . . . . . . . 7.67 7.96 (0.29) 6.40 6.50 (0.09) 10.08 10.04 0.04 10.06 10.23 (0.17) 8.59 8.83 (0.24) Total Return on earning assets . . . . . . . . . . . . . . . Cost of funds. . . . . . . . . . . . . . . . . . . . . . . . . . Gross interest margin . . . . . . . . . . . . . . . . . . 3.32 3.25 0.07 3.33 3.25 0.08 4.62 4.47 0.14 4.90 4.65 0.25 4.76 4.57 0.18 89 The Tokai Bank, Limited SUMMARY OF OPERATIONS (Non-Consolidated Basis) Deposits Balance of Deposits by Category As of March 31 Category (yen billions, %) 1999 1998 Domestic operations Demand deposits . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Fixed-rate time deposits . . . . . . . . . . . . . . Market-linked time deposits. . . . . . . . . . . . . . Other deposits . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 5,991 (37.8) 5,646 (35.6) 9,586 (60.4) 9,568 (60.3) 14 (0.1) 287 (1.8) 15,864 (100.0) 2,260 18,125 ¥ 5,474 5,124 9,780 9,763 11 266 15,520 1,734 17,254 International operations Demand deposits . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Fixed-rate time deposits . . . . . . . . . . . . . Market-linked time deposits. . . . . . . . . . . . . Other deposits . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 (1.5) 15 (0.6) 1,566 (59.9) — — 1,011 (38.6) 2,616 (100.0) 30 2,646 ¥20,771 42 (1.0) 11 (0.3) 2,682 (61.8) — — 1,613 (37.2) 4,337 (100.0) 253 4,590 ¥21,844 (35.3) (33.0) (63.0) (62.9) (0.1) (1.7) (100.0) 1997 ¥ 5,059 4,680 9,553 9,535 10 296 14,908 2,150 17,059 (33.9) (31.4) (64.1) (64.0) (0.1) (2.0) (100.0) 49 (0.9) 9 (0.2) 3,368 (64.3) — — 1,820 (34.8) 5,237 (100.0) 254 5,491 ¥22,550 1996 ¥ 4,860 4,332 9,692 9,599 11 173 14,725 1,907 16,632 1995 (33.0) (29.4) (65.8) (65.2) (0.1) (1.2) (100.0) ¥ 4,243 (27.8) 3,808 (25.0) 10,757 (70.5) 9,722 (63.7) 10 (0.1) 255 (1.7) 15,255 (100.0) 1,608 16,864 30 (0.5) 7 (0.1) 3,946 (71.6) — — 1,534 (27.9) 5,509 (100.0) 193 5,701 ¥22,334 17 (0.3) 3 (0.1) 3,501 (68.6) — — 1,587 (31.1) 5,106 (100.0) 101 5,207 ¥22,071 Note: Figures in parentheses represent percentage of total. Average Balance Years ended March 31 Category Domestic operations Demand deposits . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Fixed-rate time deposits . . . . . . . . . . . . . Market-linked time deposits. . . . . . . . . . . . . Other deposits . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International operations Demand deposits . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Fixed-rate time deposits . . . . . . . . . . . . . Market-linked time deposits. . . . . . . . . . . . . Other deposits . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (yen billions, %) 1999 ¥ 5,273 (34.6) 4,531 (29.7) 9,858 (64.6) 9,841 (64.5) 13 (0.1) 125 (0.8) 15,256 (100.0) 2,419 17,675 1998 ¥ 4,834 4,077 9,929 9,911 11 120 14,883 2,321 17,204 (32.5) (27.4) (66.7) (66.6) (0.1) (0.8) (100.0) 1997 ¥ 4,394 3,666 9,956 9,929 11 129 14,479 2,245 16,724 (30.3) (25.3) (68.8) (68.6) (0.1) (0.9) (100.0) 1996 ¥ 3,904 3,208 10,413 10,136 11 119 14,435 2,126 16,561 1995 (27.1) (22.2) (72.1) (70.2) (0.1) (0.8) (100.0) ¥ 3,652 (25.3) 2,929 (20.3) 10,683 (73.9) 9,835 (68.1) 9 (0.1) 111 (0.8) 14,445 (100.0) 1,855 16,300 18 (0.4) 4 (0.1) 3,141 (65.8) — — 1,616 (33.8) 4,776 (100.0) 118 4,893 ¥21,193 35 (1.0) 11 (0.3) 2,256 (63.1) 46 (0.9) 11 (0.2) 3,241 (65.8) 38 (0.7) 10 (0.2) 4,085 (70.6) 27 (0.4) 7 (0.1) 3,965 (72.3) 1,285 (35.9) 3,575 (100.0) 103 3,678 ¥21,353 1,636 (33.3) 4,923 (100.0) 280 5,203 ¥22,407 1,658 (28.7) 5,781 (100.0) 249 6,030 ¥22,754 1,492 (27.2) 5,484 (100.0) 151 5,635 ¥22,196 Notes: 1. Demand deposits = Current deposits + Ordinary deposits + Installment savings deposits + Deposits at notice 2. Time deposits = Time deposits + Installment time deposits Fixed-rate time deposits are time deposits with interest rates set at a fixed level throughout the term of the deposit. Market-linked time deposits are time deposits with interest rates that fluctuate with changes in market rates during the term of the deposit. 3. The average balance of foreign-currency-denominated transactions of domestic branches, included in international operations, is calculated using the monthly current method (in which the telegraphic transfer figure at the end of the previous month is applied to non-exchange transactions for the applicable month). 4. Figures in parentheses represent percentage of total. 90 The Tokai Bank, Limited Deposits per Employee Years ended March 31 (yen billions) 1999 1998 1997 1996 1995 Domestic branches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥2.01 Overseas branches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.65 ¥1.87 3.02 ¥1.81 4.07 ¥1.79 4.41 ¥1.70 4.46 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1.98 ¥1.96 ¥1.99 ¥1.97 ¥1.89 Notes: 1. Deposits include certificates of deposit. 2. The number of employees is the average number of employees during the fiscal year. Head office employees are included in employees of domestic branches. Deposits by Depositor Type As of March 31 (yen billions, %) 1999 1998 1997 1996 1995 Corporations . . . . . . . . . . . . . . . . . . . Individuals. . . . . . . . . . . . . . . . . . . . . . Others . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 6,326 (38.1) 8,874 (53.5) 1,386 (8.4) ¥ 5,998 (37.1) 8,705 (53.9) 1,453 (9.0) ¥ 5,986 (38.0) 8,164 (51.9) 1,596 (10.1) ¥ 6,315 (41.1) 7,745 (50.4) 1,303 (8.5) ¥ 6,745 (42.6) 7,367 (46.5) 1,736 (10.9) Total ¥16,585 (100.0) ¥16,156 (100.0) ¥15,746 (100.0) ¥ 15,362 (100.0) ¥15,849 (100.0) ......................... Notes: 1. The balance of deposits shown above is for domestic branches and does not include certificates of deposit, deposits of overseas branches and transactions in Tokyo special offshore accounts (IBF). 2. Figures in parentheses represent percentage of total. Time Deposits Classified by Residual Maturity (yen billions) As of March 31, 1999 3 months or less More than 3 months up to 6 months More than 6 months up to 1 year More than 1 year up to 2 years More than 2 years up to 3 years More than 3 years Total Time deposits . . . . . . . . . . . . . . . . . . . . . . . . ¥5,562 ¥1,815 ¥2,093 ¥884 ¥556 ¥242 ¥11,152 Fixed-rate time deposits . . . . . . . Market-linked time deposits . . . . 4,352 8 1,517 6 2,061 — 875 — 546 — 217 — 9,568 14 (yen billions) As of March 31, 1998 3 months or less Time deposits . . . . . . . . . . . . . . . . . . . . . . . . Fixed-rate time deposits . . . . . . . Market-linked time deposits . . . . ¥6,253 4,524 6 More than 3 months up to 6 months ¥2,045 1,493 5 More than 6 months up to 1 year ¥2,060 2,042 — More than 1 year up to 2 years ¥673 648 — More than 2 years up to 3 years ¥795 786 — More than 3 years ¥635 270 — Total ¥12,461 9,763 11 Note: Deposit balances shown in this chart do not include installment time deposits. 91 The Tokai Bank, Limited Loans Loans by Category As of March 31 (yen billions) 1999 Domestic operations 1998 1997 1996 1995 Loans on notes . . . . . . . . . . . . . . . . . . . . . . Loans on deeds . . . . . . . . . . . . . . . . . . . . . . Overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . Bills discounted . . . . . . . . . . . . . . . . . . . . . ¥ 3,383 9,148 2,942 390 ¥ 3,323 9,320 3,561 513 ¥ 3,357 9,147 3,555 509 ¥ 3,347 8,890 3,659 586 ¥ 3,518 8,735 4,090 597 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans on notes . . . . . . . . . . . . . . . . . . . . . . Loans on deeds . . . . . . . . . . . . . . . . . . . . . . Overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . Bills discounted . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,863 426 2,335 44 9 2,814 16,717 626 2,902 63 2 3,593 16,569 639 3,134 79 1 3,853 16,482 646 2,661 62 1 3,370 16,941 571 2,121 56 0 2,749 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥18,677 ¥20,310 ¥20,422 ¥19,852 ¥19,690 International operations Average Balance Years ended March 31 (yen billions) 1999 Domestic operations International operations 1998 1997 1996 1995 Loans on notes . . . . . . . . . . . . . . . . . . . . . . Loans on deeds . . . . . . . . . . . . . . . . . . . . . . Overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . Bills discounted . . . . . . . . . . . . . . . . . . . . . . ¥ 3,659 9,375 3,636 442 ¥ 3,479 9,126 3,653 491 ¥ 3,521 8,935 3,670 499 ¥ 3,525 8,748 3,815 537 ¥ 3,521 8,778 3,942 595 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,112 16,749 16,626 16,625 16,836 Loans on notes . . . . . . . . . . . . . . . . . . . . . . Loans on deeds . . . . . . . . . . . . . . . . . . . . . . Overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . Bills discounted . . . . . . . . . . . . . . . . . . . . . . 516 2,578 55 2 680 3,305 75 1 710 3,104 82 1 622 2,615 64 1 601 1,902 48 0 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,152 4,060 3,897 3,302 2,551 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥20,263 ¥20,809 ¥20,523 ¥19,927 ¥19,387 Note: The average balance of foreign-currency-denominated transactions of domestic branches, included in International operations, is calculated using the monthly current method (in which the telegraphic transfer figure at the end of the previous month is applied to non-exchange transactions for the applicable month). Loans per Employee Years ended March 31 (yen billions) 1999 1998 1997 1996 1995 Domestic branches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas branches . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1.68 2.90 ¥1.67 3.53 ¥1.63 3.82 ¥1.62 3.46 ¥1.59 2.90 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1.78 ¥1.82 ¥1.80 ¥1.75 ¥1.67 Note: The number of employees is based on the same standard used in calculating deposits per employee. Deposit-to-Loan Ratio Years ended March 31 Domestic operations International operations Total (%) 1999 1998 1997 1996 1995 Year-end . . . . . . . . . . . . . . . . . . Average for the year . . . . . . . . Year-end . . . . . . . . . . . . . . . . . . Average for the year . . . . . . . . 87.52 96.81 106.32 85.69 96.88 97.35 78.29 78.03 97.13 99.41 70.15 64.62 99.09 100.38 59.10 58.59 100.45 103.29 52.79 52.13 Year-end . . . . . . . . . . . . . . . . . . Average for the year . . . . . . . . 89.91 94.89 92.97 92.86 90.56 90.19 88.88 89.77 89.21 91.47 Note: Deposits include certificates of deposit. 92 The Tokai Bank, Limited Loan Composition by Collateral As of March 31 (yen billions) 1999 1998 ¥ 1997 ¥ 1996 ¥ 1995 Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merchandise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 341 282 1 2,734 116 ¥ 3,474 321 296 1 2,956 168 ¥ 3,742 381 338 3 3,163 153 ¥ 4,037 ¥ 451 370 3 3,467 133 ¥ 4,424 ¥ 425 420 3 3,835 97 ¥ 4,780 Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,558 7,645 7,697 8,870 7,657 8,728 6,973 8,456 6,594 8,316 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥18,677 ¥20,310 ¥20,422 ¥19,852 ¥19,690 Customers’ Liabilities for Acceptances and Guarantees Composition by Collateral As of March 31 (yen billions) Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Merchandise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1999 1998 1997 1996 1995 ¥ ¥ ¥ ¥ ¥ ¥ 8 2 0 42 13 65 18 3 0 83 16 ¥ 120 22 11 — 93 20 ¥ 146 25 11 0 93 45 ¥ 174 26 27 — 105 18 ¥ 176 Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280 1,260 311 1,462 336 1,458 316 1,204 351 1,114 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥1,605 ¥1,893 ¥1,940 ¥1,695 ¥1,641 Loans by Purpose of Funds As of March 31 (yen billions, %) 1999 1998 1997 1996 1995 Funds for working capital . . . . . . . . ¥13,320 (71.3) ¥14,855 (73.1) ¥15,039 (73.6) ¥14,647 (73.8) ¥14,755 (74.9) Funds for capital investments . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,356 (28.7) ¥18,677 (100.0) 5,455 (26.9) ¥20,310 (100.0) 5,383 (26.4) ¥20,422 (100.0) 5,206 (26.2) ¥19,852 (100.0) 4,935 (25.1) ¥19,690 (100.0) Note: Figures in parentheses represent percentage of total. Loan Composition by Industry As of March 31 (yen billions) 1999 Domestic: (excluding IBF) Manufacturing . . . . . . . . Agriculture . . . . . . . . . . . Forestry. . . . . . . . . . . . . . Fisheries . . . . . . . . . . . . . Mining . . . . . . . . . . . . . . . Construction . . . . . . . . . Utilities . . . . . . . . . . . . . . Transportation/ communications . . . . Wholesale/retail. . . . . . . Financial services. . . . . . Real estate . . . . . . . . . . . Services . . . . . . . . . . . . . . National government . . Local governments . . . . Others . . . . . . . . . . . . . . . Overseas: (including IBF) Public sector . . . . . . . . . Financial institutions . . . Commerce/industry. . . . Others . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . 1998 1997 1996 1995 Loans outstanding (Percent of total) Loans outstanding (Percent of total) Loans outstanding (Percent of total) Loans outstanding (Percent of total) Loans outstanding (Percent of total) ¥ 2,419 25 2 6 13 936 107 (14.96) (0.15) (0.01) (0.04) (0.08) (5.79) (0.66) ¥ 2,547 26 2 6 21 978 83 (14.87) (0.15) (0.01) (0.04) (0.12) (5.71) (0.49) ¥ 2,539 28 2 7 17 917 34 (14.88) (0.16) (0.01) (0.04) (0.10) (5.37) (0.20) ¥ 2,696 34 2 12 21 818 83 (15.81) (0.20) (0.01) (0.07) (0.12) (4.80) (0.49) ¥ 2,863 37 2 11 19 865 3,123 (16.34) (0.21) (0.01) (0.06) (0.11) (4.93) (17.83) 525 2,684 1,429 2,099 2,350 197 262 3,118 ¥16,171 (3.25) (16.60) (8.84) (12.98) (14.53) (1.22) (1.62) (19.28) (100.0) 533 2,885 1,583 2,412 2,800 — 195 3,057 ¥17,127 (3.11) (16.84) (9.24) (14.08) (16.35) (—) (1.14) (17.85) (100.0) 508 2,798 1,719 2,323 2,933 — 189 3,049 ¥17,063 (2.98) (16.40) (10.08) (13.61) (17.19) (—) (1.11) (17.87) (100.0) 584 2,815 1,627 1,858 3,198 — 218 3,086 ¥17,051 (3.42) (16.51) (9.54) (10.90) (18.75) (—) (1.28) (18.10) (100.0) 1,765 1,839 542 144 3,264 — 149 2,897 ¥17,519 (10.07) (10.50) (3.09) (0.82) (18.63) (—) (0.85) (16.54) (100.0) ¥ (3.10) (12.94) (72.64) (11.32) (100.0) ¥ (3.11) (16.05) (70.15) (10.69) (100.0) ¥ (3.66) (14.82) (69.88) (11.64) (100.0) ¥ (5.17) (14.50) (67.73) (12.60) (100.0) ¥ (6.20) (24.53) (51.79) (17.48) (100.0) 78 324 1,820 284 2,506 ¥18,677 99 511 2,233 340 3,183 ¥20,310 123 498 2,347 391 3,359 ¥20,422 145 406 1,897 353 2,801 ¥19,852 135 533 1,125 380 2,172 ¥19,690 93 The Tokai Bank, Limited Loans and Bills Discounted Classified by Residual Maturity (yen billions) As of March 31, 1999 1 year or less Loans and Bills Discounted. . . . . . . . . Market-linked interest rate . . . . . . Fixed interest rate . . . . . . . . . . . . . . ¥7,041 — — More than 1 year through 3 years More than 3 years through 5 years ¥3,093 2,010 1,083 More than 5 years through 7 years ¥1,836 1,146 690 ¥851 564 287 More than 7 years ¥2,916 1,759 1,157 No designated term ¥2,941 2,941 — Total ¥18,677 — — (yen billions) As of March 31, 1998 1 year or less Loans and Bills Discounted. . . . . . . . . Market-linked interest rate . . . . . . Fixed interest rate . . . . . . . . . . . . . . ¥7,871 — — More than 1 year through 3 years More than 3 years through 5 years ¥3,238 2,043 1,196 More than 5 years through 7 years ¥1,791 1,160 632 ¥831 574 257 More than 7 years ¥3,016 2,011 1,005 No designated term ¥3,562 3,562 — Total ¥20,310 — — Note: Loans and bills discounted with a remaining term of one year or less are not divided into market-linked or fixed interest rate categories. Loans to Medium- and Small-Sized Companies and Percentage of Total As of March 31 (yen billions) 1999 Loans to medium- and small-sized companies . . . . . . . . . . . Percentage of total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥10,566 65.3% 1998 ¥11,502 67.1% 1997 ¥11,955 70.0% 1996 ¥11,851 69.5% 1995 ¥11,780 67.2% Notes 1. Loan balances shown in this chart do not include loans of overseas branches and transactions in Tokyo special offshore accounts (IBF). 2. Figures under medium- and small-sized companies are those companies capitalized at less than ¥100 million (¥30 million for wholesalers and ¥10 million for retailers, restaurants and service companies) or those companies with 300 or fewer employees (100 or fewer for wholesalers and 50 or fewer for retailers, restaurants and service companies), and individuals. Consumer Loans As of March 31 Housing loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 The Tokai Bank, Limited (yen billions) 1999 1998 1997 1996 1995 ¥2,979 557 ¥3,536 ¥2,795 638 ¥3,433 ¥2,699 713 ¥3,412 ¥2,568 775 ¥3,343 ¥2,346 838 ¥3,185 Balance of Specific Overseas Loans (yen millions) As of March 31, 1999 Country As of March 31, 1998 Balance Percentage of total Indonesia Others ¥48,696 677 98.6 1.4 Total ¥49,373 100 Country Balance Percentage of total ¥ 31 22 112 36 25 13.5 9.6 49.1 15.7 10.9 Algeria Argentina Brazil Bulgaria Poland Others Total 3 1.2 ¥228 100 Note: Specific overseas loans (loans for which provisions are made to the specific reserve for overseas loan losses) are stated as loans to individual countries which account for at least 5% of the total. Reserve for Possible Loan Losses Years ended March 31 (yen billions) 1999 Balance at beginning of term General reserve . . . . . . . . . . . . . . . . . Specific loan-loss provision. . . . . . . (formerly reserve for specific loan loss) incl. loans to nonresidents. . . . . . Specific reserve for overseas loan losses . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998 Increase during term Decrease during term Balance at end of term ¥ 79.4 ¥ 92.1 (2.0) 713.0 163.9 (1.3) ¥ 79.4 ¥ 92.1 713.0 163.9 2.6 19.7 2.6 0 8.2 (0) ¥792.4 ¥264.1 (3.3) 0 8.2 ¥792.4 ¥264.1 19.7 (1.2) Balance at beginning of term 1997 Increase during term Decrease during term Balance at end of term ¥ 62.9 ¥ 81.4 (0.3) 655.2 355.4 (1.1) ¥ 62.9 ¥ 81.4 296.4 714.3 0.2 6.5 20.9 5.4 0 (0.2) ¥723.5 ¥436.8 (1.6) 5.4 0 ¥364.6 ¥795.7 27.2 (1.1) Balance at beginning of term Increase during term Decrease during term Balance at end of term ¥ 63.4 ¥ 62.5 (2.6) 694.2 88.6 (1.9) ¥ 63.4 ¥ 62.5 128.6 654.2 6.4 3.0 26.1 5.1 5.2 (0.5) ¥762.8 ¥156.3 (5.0) 5.1 5.2 ¥197.2 ¥721.9 22.7 (1.9) Note: Figures for the beginning of term in parentheses are foreign exchange translation differentials. Loan Charge-Offs Years ended March 31 Loan charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (yen billions) 1999 1998 1997 1996 1995 ¥211.7 ¥19.6 ¥8.1 ¥32.3 ¥4.6 Sales of Loans to the Cooperative Credit Purchasing Company (CCPC) As of March 31 (yen billions) 1999 Balance of sales of loans to the CCPC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for possible losses on sale of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥117.4 68.4 58.3% 95 The Tokai Bank, Limited Securities Securities Holdings As of March 31 (yen billions, %) 1999 Domestic operations National government bonds . . . Regional government bonds . . . Corporate bonds. . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . Other securities. . . . . . . . . . . . . . . Foreign bonds. . . . . . . . . . . . . . Foreign stocks. . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . International operations National government bonds . . . Regional government bonds . . . Corporate bonds. . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . Other securities. . . . . . . . . . . . . . . Foreign bonds. . . . . . . . . . . . . . Foreign stocks. . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998 1997 1996 1995 ¥ 781 (19.7) 307 (7.7) 335 (8.4) 2,455 (61.9) 90 (2.3) — — ¥1,014 (26.0) 234 (6.0) 159 (4.1) 2,427 (62.4) 58 (1.5) — — ¥ 737 (18.8) 331 (8.4) 525 (13.4) 2,276 (58.2) 45 (1.2) — — ¥ 531 (14.1) 263 (7.0) 741 (19.7) 2,203 (58.5) 26 (0.7) — — 3,969 (100.0) 3,892 (100.0) 3,914 (100.0) 3,763 (100.0) 3,523 (100.0) — — — — 709 (100.0) 557 (78.6) 152 (21.4) — — — — 523 (100.0) 341 (65.1) 183 (34.9) — — — — 844 (100.0) 656 (77.8) 187 (22.2) — — — — 655 (100.0) 473 (72.3) 182 (27.7) — — — — 451 (100.0) 279 (61.7) 173 (38.3) 709 (100.0) ¥4,678 523 (100.0) ¥4,416 844 (100.0) ¥4,757 655 (100.0) ¥4,418 ¥ 434 420 762 1,883 23 — — (12.3) (11.9) (21.6) (53.5) (0.7) 451 (100.0) ¥3,974 Average Balance Years ended March 31 (yen billions, %) 1999 Domestic operations National government bonds . . . Regional government bonds . . . Corporate bonds. . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . Other securities. . . . . . . . . . . . . . . Foreign bonds. . . . . . . . . . . . . . Foreign stocks. . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . International operations National government bonds . . . Regional government bonds . . . Corporate bonds. . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . Other securities. . . . . . . . . . . . . . . Foreign bonds. . . . . . . . . . . . . . Foreign stocks. . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998 1997 1996 ¥ 835 (21.5) 270 (7.0) 241 (6.2) 2,458 (63.4) 73 (1.9) ¥ 838 (21.9) 280 (7.3) 306 (8.0) 2,359 (61.6) 47 (1.2) ¥ 623 (16.2) 343 (8.9) 633 (16.5) 2,216 (57.5) 35 (0.9) 3,877 (100.0) 3,830 (100.0) 3,850 (100.0) 3,786 (100.0) 3,594 (100.0) — — — — 757 (100.0) 576 (76.1) 181 (23.9) — — — — 789 (100.0) 600 (76.0) 189 (24.0) — — — — 719 (100.0) 535 (74.4) 184 (25.6) — — — — 543 (100.0) 364 (67.0) 179 (33.0) — — — — 462 (100.0) 285 (61.8) 177 (38.2) 757 (100.0) ¥4,634 789 (100.0) ¥4,619 719 (100.0) ¥4,570 ¥ 552 476 816 1,916 26 1995 (14.6) (12.6) (21.5) (50.6) (0.7) 543 (100.0) ¥4,330 ¥ 419 396 903 1,831 46 (11.7) (11.0) (25.1) (50.9) (1.3) 462 (100.0) ¥4,057 Notes: 1. Loaned securities are included in the relevant categories above. 2. The average balance of foreign-currency-denominated transactions at domestic branches included in international operations is calculated using the current month method (the telegraphic transfer rate at the end of the prior month is applied to non-exchange transactions). 3. Figures in parentheses represent percentage of totals. 96 The Tokai Bank, Limited Trading Volume and Average Balance of Trading Account Securities Years ended March 31 (yen billions) 1999 1998 1997 1996 1995 Trading volume Trading account national government bonds . . . . . . . . . ¥25,880.4 Trading account regional government bonds . . . . . . . . . 1.0 Trading account government-guaranteed bonds. . . . . . 0.3 ¥37,371.7 0.2 — ¥45,575.4 35.4 17.4 ¥22,726.1 0.5 — ¥46,644.5 22.4 25.7 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥25,881.7 ¥37,372.0 ¥45,628.2 ¥22,726.6 ¥46,692.6 21.7 0.9 0.3 36.4 0.6 0.4 32.4 0.7 0.5 156.8 1.0 0.7 Average balance Trading account national government bonds . . . . . . . . . Trading account regional government bonds . . . . . . . . . Trading account government-guaranteed bonds. . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 7.4 1.0 0.3 8.6 ¥ 22.9 ¥ 37.4 ¥ 33.6 ¥ 158.6 Ratio of Securities to Deposits Years ended March 31 (%) 1999 1998 1997 1996 1995 Domestic operations Year-end . . . . . . . . . . . . . . . . . Average for the year . . . . . . . 21.89 21.93 22.55 22.26 22.94 23.02 22.62 22.86 20.88 22.05 International operations Year-end . . . . . . . . . . . . . . . . . Average for the year . . . . . . . 26.79 20.57 11.40 15.16 15.36 11.93 11.48 9.64 8.67 9.44 Total Year-end . . . . . . . . . . . . . . . . . Average for the year . . . . . . . 22.52 21.70 20.21 20.61 21.09 20.08 19.78 19.50 18.00 19.14 1996 1995 Note: Deposits include negotiable certificates of deposit. Secured Bonds Entrusted As of March 31 (yen billions) 1999 1998 1997 Sole or representative trustee . . . . . . . . . . . . . . . . . . . . . . . . . Co-trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥150 108 ¥168 165 ¥220 196 ¥267 263 ¥292 280 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥258 ¥333 ¥417 ¥531 ¥571 Government Bond Underwriting As of March 31 (yen billions) 1999 1998 ¥118 1997 ¥115 1996 1995 National government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . Regional government bonds/ government-guaranteed bonds . . . . . . . . . . . . . . . . . . . . . ¥151 ¥128 ¥156 96 97 95 112 75 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥247 ¥215 ¥209 ¥240 ¥231 Over-the-Counter Sales of Government Bonds Including National Government Bonds and Investment Trusts Years ended March 31 (yen billions) 1999 1998 ¥38 1997 ¥32 1996 1995 National government bonds . . . . . . . . . . . . . . . . . . . . . . . . . . Regional government bonds/ government-guaranteed bonds . . . . . . . . . . . . . . . . . . . . . ¥26 ¥34 ¥35 1 0 4 4 2 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥27 ¥38 ¥35 ¥38 ¥37 Investment trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ¥ 8 ¥— ¥— ¥— ¥— Note: Over-the-counter sales of investment trusts began on December 1, 1998. Domestic Commercial Paper Issues Arranged Years ended March 31 Issue amount arranged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (yen billions) 1999 1998 1997 1996 1995 ¥2,456 ¥1,986 ¥1,963 ¥2,996 ¥2,034 97 The Tokai Bank, Limited Balance of Securities Classified by Residual Maturity (yen billions) As of March 31, 1999 1 year or less National government bonds . . . . . . Regional government bonds . . . . . . Corporate bonds . . . . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . . . . . . . Foreign bonds . . . . . . . . . . . . . . . . Foreign stocks . . . . . . . . . . . . . . . . Loaned securities . . . . . . . . . . . . . . . . More than 1 year through 3 years More than 3 years through 5 years More than 5 years through 7 years More than 7 years through 10 years More than 10 years ¥ 3 19 22 ¥65 48 97 ¥ 28 39 121 ¥244 57 40 ¥407 142 55 ¥ 35 1 — 80 63 38 8 245 235 23 23 84 59 103 103 — 0 0 — — — No designated term ¥ — — — 2,455 227 65 152 — Total ¥ 781 307 335 2,455 799 557 152 0 (yen billions) As of March 31, 1998 1 year or less National government bonds . . . . . . Regional government bonds . . . . . . Corporate bonds . . . . . . . . . . . . . . . . Stocks . . . . . . . . . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . . . . . . . Foreign bonds . . . . . . . . . . . . . . . . Foreign stocks . . . . . . . . . . . . . . . . Loaned securities . . . . . . . . . . . . . . . . More than 1 year through 3 years More than 3 years through 5 years More than 5 years through 7 years More than 7 years through 10 years More than 10 years ¥194 8 32 ¥30 52 46 ¥175 50 35 ¥88 33 27 ¥525 89 10 ¥ — 1 8 68 65 43 23 84 68 12 10 24 14 151 149 — — 1 — — — No designated term ¥ — — — 2,427 200 10 183 — Total ¥1,013 234 159 2,427 582 341 183 1 Note: Treasury stock is included in “Stocks.” Remittances and Transfers Volume of Domestic Remittances and Transfers Years ended March 31 (thousands of transactions, yen billions) 1999 Remittance drafts Sent (nationwide) Received (nationwide) Collection of bills Sent (nationwide) Received (nationwide) 1998 1997 1996 1995 Transactions . . . . . . . Amount . . . . . . . . . . . Transactions . . . . . . . Amount . . . . . . . . . . . 106,839 ¥283,000 93,547 ¥283,876 106,488 ¥279,342 92,623 ¥276,718 104,787 ¥275,157 90,851 ¥272,871 99,988 ¥288,515 84,087 ¥284,716 95,935 ¥277,545 80,399 ¥273,836 Transactions . . . . . . . Amount . . . . . . . . . . . Transactions . . . . . . . Amount . . . . . . . . . . . 1,115 ¥1,567 363 ¥ 672 1,209 ¥1,870 373 ¥ 682 1,311 ¥1,943 392 ¥ 755 1,276 ¥1,884 383 ¥ 604 1,355 ¥2,103 408 ¥ 729 Volume of Foreign Exchange Transactions Years ended March 31 (US$ billions) 1999 Remittances overseas Bills of exchange sold . . . . . . Bills of exchange bought . . . Remittances from overseas Bills of exchange for payment . . . . . . . . . . . . . . . . Bills of exchange for 1998 1997 1996 1995 $177 9 $259 13 $264 16 $258 17 $178 17 226 275 265 259 208 collection . . . . . . . . . . . . . . . 7 8 9 10 13 Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $419 $555 $555 $543 $415 Note: Includes transactions at overseas branches. 98 The Tokai Bank, Limited CAPITAL AND STOCK Composition of Capital Increase For the years ended March 31 (yen billions) 1999 Capital increase. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Conversion of convertible bonds . . . . . . . . . . . . . . . . . . . . Issue of preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998 ¥ 61.0 — 300.0 ¥361.0 ¥723.0 1997 ¥ — — — ¥ — ¥362.0 1996 ¥ — — 50.0 ¥ 50.0 ¥362.0 1995 ¥ — 0 — ¥ 0 ¥312.0 ¥ — — — ¥ — ¥312.0 Stock Issuances Registered or Bearer and Par Value or Non-Par Value Stock Issued Number of shares issued Type Registered par value shares (par value ¥50) Common stock* 2,251,676,394 Nagoya Stock Exchange (1st Section) Tokyo Stock Exchange (1st Section) Osaka Securities Exchange (1st Section) London Stock Exchange Paris Stock Exchange Swiss Stock Exchange 50,000,000 First preference shares (type A) Registered non-par value shares Exchange and Section As of March 31, 1999 Second preference shares (type B) 150,000,000 Third preference shares (type B) 150,000,000 Total 2,601,676,394 *Note: Carries voting rights. Per Share and Other Information For the years ended March 31 1999 Cash dividends per share (yen) . . . . . Common stocks 1998 ¥ Common stocks (New) 7.00 68.75 Second preference shares 0.06 Third preference shares 0.06 First preference shares ¥ 8.50 Common stocks 1996 ¥ 8.50 4.25 34.375 First preference shares 68.75 First preference shares 6.50 ¥ 8.50 Common stocks — Common stocks — First preference shares First preference shares 68.75 4.25 764 824 965 Net assets per share (yen) . . . . . . . . . 404.65 334.36 336.66 769.68 47.76 (93.21) — 1.10 4.25 4.25 34.375 Net income (loss) per share (yen) . . . (Figures in parentheses indicate net loss per share) Year-end market price per share (yen) Dividend payout ratio (%). . . . . . . . . . ¥ 1995 2.75 First preference shares Interim cash dividends per . . . . . . . . Common share (yen) stocks Common stocks 1997 17.79 (170.63) 1,330 324.52 — 10.34 1,060 503.67 82.18 Notes: 1. Net income (loss) per share is calculated using net income (loss) after deducting cash dividends for preference shares from net income (loss), divided by the average number of common stocks for the fiscal year. 2. Net assets per share is calculated by deducting (number of preference shares at fiscal year end x issue price) from net asset amount at fiscal year end, divided by the number of common stocks at fiscal year (excluding treasury stock). 3. The dividend payout ratio is calculated using the cash dividends for common stocks for the fiscal year, divided by net income, after deducting cash dividends for preference shares. 99 The Tokai Bank, Limited Issuance of Preference Shares As of March 31, 1999 Shareholder First preference shares (type A) Second preference shares (type B) Third preference shares (type B) Shares held (thousands) TB Finance (Cayman) Limited Resolution and Collection Bank, Limited* Resolution and Collection Bank, Limited* Percentage held of total shares issued 50,000 150,000 150,000 100.00% 100.00 100.00 * Note: Renamed Resolution and Collection Corporation on April 1,1999, with the merger of Resolution and Collection Bank, Limited and Housing Loan Administration Corporation Common Stockholders by Type As of March 31, 1999 Stock Information (1 unit = 1,000 shares) Number of stockholders . . . Shares held (units) . . . . . . . . . Percentage of total . . . . . . . . National and regional government bodies Financial institutions Securities companies Other corporate entities Foreign shareholders (includes individuals) 1 200 0.01 212 641,059 28.60 45 32,986 1.47 5,543 1,296,599 57.85 249 (9) 95,140 (38) 4.24 (0.00) Individuals and other Total 35,696 175,528 7.83 41,746 2,241,512 100.00 Shares totaling less than one unit 10,164,394 Notes: 1. Out of a total of 13,259 shares of treasury stock 13 units are included in “Individuals and other” and 259 shares are included in “Shares totaling less than one unit.” Also, 13,259 shares of treasury stock are registered in the names of the shareholders, but the actual number of shares held at the end of the fiscal year was 11,259 shares. 2. The columns “Other corporate entities” and “Shares totaling less than one unit” include 70 units and 800 shares, respectively, of shares held in a custodian’s name. Common Stockholders by Amount Held As of March 31, 1999 Shares Over 1,000 units Number of stockholders . . . . . . . . . . . . . Percentage of total . . . . . . . . . . . . . . . . . . Shares held (units) . . . . . . . . . . . . . . . . . . . Percentage of total . . . . . . . . . . . . . . . . . . 334 0.80 1,755,689 78.33 Over Over Over 500 Units 100 units 50 units 157 0.38 106,682 4.76 Over 10 units Over 5 units Over 1 unit 670 609 6,426 1.61 1.46 15.39 141,560 40,795 109,853 6.31 1.82 4.90 6,481 15.52 40,515 1.81 27,069 41,746 64.84 100.00 46,418 2,241,512 2.07 100.00 Total Shares totaling less than one unit 10,164,394 Note: The columns “Over 50 units” and “Shares totaling less than one unit” include 70 units and 800 shares, respectively, of shares held in a custodian’s name. Major Shareholders (Shares in Thousands) As of March 31, 1999 Shareholder 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. Toyota Motor Corporation .......................................................................................... The Chiyoda Mutual Life Insurance Co. .................................................................... Nippon Life Insurance Co. ........................................................................................... Toyoshima Co., Ltd. ...................................................................................................... The Dai-ichi Mutual Life Insurance Co. ...................................................................... Meiji Life Insurance Co. ................................................................................................ Asahi Mutual Life Insurance Co. .................................................................................. Sumitomo Life Insurance Co. ...................................................................................... The Asahi Bank, Ltd. ...................................................................................................... Chiyoda Fire & Marine Insurance ............................................................................... The Nippon Credit Bank, Ltd. ...................................................................................... Kondo Bosekijo K.K. ....................................................................................................... The Sumitomo Trust and Banking Company, Ltd. ................................................... Toho Gas Co., Ltd. ......................................................................................................... Toshiba Corporation .................................................................................................... Mitsubishi Trust & Banking Corporation .................................................................. Suzuki Motor Corporation .......................................................................................... Chubu Electric Power Co., Inc. .................................................................................... Nagoya Railroad Co., Ltd. ............................................................................................. Okaya Co., Ltd. ................................................................................................................ 100 The Tokai Bank, Limited Number of Shares % of Total Shares 114,765 80,010 67,765 55,866 42,610 39,507 35,479 27,189 26,074 25,716 22,624 21,922 20,433 18,737 17,968 17,537 17,194 16,956 16,813 15,931 5.09 3.55 3.00 2.48 1.89 1.75 1.57 1.20 1.15 1.14 1.00 0.97 0.90 0.83 0.79 0.77 0.76 0.75 0.74 0.70 Consolidated Subsidiaries and Affiliates Overseas As of March 31, 1999 Principal Business Date Established Tokai Bank of California Tokai California Finance Corporation Commercial Banking Leasing 6/74 8/86 US$116.3m US$0.05m 100.0 (100.0) Tokai Bank Canada Commercial Banking 1/87 Can$56.6m 100.0 Tokai Finance (Curaçao) N.V. Commercial Finance 1/91 US$0.2m 100.0 Tokai Preferred Capital Holdings, Inc. Tokai Preferred Capital Company L.L.C. Investment Commercial Finance 3/98 3/98 US$125m US$125m 100.0 (100.0) Commercial Banking 1/76 D.Gl.80.5m 100.0 Banking/Securities 4/84 SFr57.4m 100.0 Company Name Percent of Investment* Capital Americas Europe & Middle East Tokai Bank Nederland N.V. Tokai Bank (Switzerland) Ltd. Tokai Bank (Deutschland) GmbH Banking/Securities 5/90 DM50.0m Tokai Bank Europe plc TBE Leasing Limited Tokai Trust Europe Limited Tokai Derivative Products Ltd. Banking/Securities Leasing Trustee Services Derivatives 1/92 12/92 10/96 1/95 Stg£139.5m Stg£100 Stg£0.25m Stg£1.0m Securities Leasing Leasing 1/92 12/92 6/96 Stg£105.9m Stg£100 Stg£100 80.26 (99.0) (99.0) Leasing 12/91 US$0.02m 99.99 Tokai Capital Markets Limited TCM Leasing Limited TCM Leasing II Limited Tokai Airfinance Europe Limited 100.0 100.0 (99.0) (100.0) TBE:19.9 TCM:80.1 ( ) Asia & Oceania Tokai Asia Limited Securities 1/77 US$57.6m Commercial Finance 5/85 A$70.0m 100.0 Operations in Financial Futures Market 9/85 S$3.3m 100.0 P.T. Tokai Lippo Bank Commercial Banking 12/89 Rp136,977m 65.0 Bangkok First Tokai Company Ltd. Commercial Finance 4/73 B150.0m 45.0 Hanil Leasing Co. Ltd. Leasing 10/84 W101,500m 17.3 Global Business Bank Commercial Banking 1/97 P2,000.0m 30.0 Leasing 4/88 US$5.0m 25.0 Investment Advisor 3/90 Stg£0.15m 9.0 Leasing 4/85 Rp10,000m 30.0 Tokai Australia Finance Corporation Ltd. Tokai Financial Futures (Singapore) Pte., Ltd. 100.0 Affiliates Industrial & Commercial International Leasing Co., Ltd. Tokai Morgan Grenfell International Funds Management Ltd. P.T. Bapindo Loka Sentra Leasing *Figures in parentheses represent investments of subsidiaries. 101 The Tokai Bank, Limited Domestic As of March 31, 1999 Company Name Principal Business Date Established Capital* Percent of Investment** Tokai International Securities Co., Ltd. Securities 1/95 22,222 90.0 The Tokai Trust and Banking Co., Ltd. Trust 8/95 10,000 100.0 Cash Handling and Delivery/ ATM Maintenance 6/95 10 100.0 100.0 Tokai Area Maintenance Co., Ltd. Tokai Career Service Co., Ltd. Personnel Services 7/86 20 Real Estate 10/94 200 100.0 Tokai Sogo Service Co., Ltd. General Services for the Bank’s Employees 12/60 10 100.0 Tokai Business Aid Co., Ltd. Balance Inquiry and Cash Transfer Services 4/96 50 100.0 Cash Handling and Mailing Services 8/80 10 100.0 Building Maintenance and Management 10/87 20 100.0 Dealing Operation Back Office (Securities, Forex, Money, Derivatives) 3/97 40 100.0 Appraisals of Real Estate Collateral 4/89 20 100.0 Consumer & Housing Loan Operations 3/97 10 100.0 Mortgage Securities 10/83 1,050 5.0 Credit Card 4/68 1,399 5.0 Tokai Real Estate Management Co., Ltd. Tokai Business Service Co., Ltd. Tokai Facility Service Co., Ltd. Tokai Market Operation Service Co., Ltd.*** Tokai Mortgage Service Co., Ltd.*** Tokai Loan Operations Service Co., Ltd.*** Central Mortgage Acceptance Corporation Million Card Service Co., Ltd. The Million Credit Co., Ltd. The Central Capital Ltd. Bangkok Central Capital Co., Ltd. Loan Guarantee 2/71 200 5.0 Investment/Loan 1/74 860 5.0 (58.5) Investment/Loan 3/90 B35.0m Central Systems Co., Ltd. Information Processing 7/70 1,310 System Support Co., Ltd. Information Processing/ 2/71 30 (100.0) Computer Office Management/Software Development/Data Entry 12/72 30 (100.0) Data Entry Agency/ Staff Dispatch 7/79 10 (100.0) Clerical Consignment/ Staff Dispatch 8/87 80 (100.0) Cargo Shipping 3/77 10 (100.0) Software Development/ Hardware Sales 2/82 170 (61.4) 5.0 Computer Staff Dispatch CST Co., Ltd. CS Seven Co., Ltd. CSA Co., Ltd. CS Delivery Co., Ltd. Central Information Systems Co., Ltd. Tokai Research & Consulting Inc. Consulting/Research 9/79 200 5.0 Tokai Asset Management Co., Ltd. Investment Trust Management and Investment Advisory 9/94 1,200 9.4 Tokai Maruman Finance Co., Ltd. Investment/Loan 6/83 300 5.0 Shintosho Development Co., Ltd. Real Estate Broking 8/70 200 4.0 Daiatami Kokusai Golf Co., Ltd. Golf Course Management 5/61 120 3.4 Asahi Country Club Co., Ltd. Golf Course Management 4/73 330 (44.5) Mutual Housing Loan 10/13 80 5.0 Real Estate Leasing and Management 3/78 60 1.8 Real Estate 1/84 200 Nippon Mutual Housing Loan Co., Ltd. Miyuki Building Co., Ltd. Nishiki Jisho Co., Ltd. *Millions of yen **Figures in parentheses represent investments of subsidiaries. ***As of April 1, 1999, these three companies were merged into Tokai Business Service Co., Ltd. 102 The Tokai Bank, Limited (100.0) TOP MANAGEMENT BOARD OF DIRECTORS Chairman of the Board & CEO Managing Directors Satoru Nishigaki Member of the Board of Directors Takeshi Sugihara President Yoshio Hirata Hideo Ogasawara Yoshihiko Takeda Toshihide Kubo Deputy President Member of the Board of Directors Director Shoji Tokumitsu Member of the Board of Directors Kazuo Takeuchi Senior Managing Directors Member of the Board of Directors Senior Corporate Auditor Fumio Suzuki Masaru Hashizume Kazuyoshi Tanaka Corporate Auditors Nobuyuki Ito Kazuteru Mizuno Masami Iwasaki Seitaro Taniguchi Senior Managing Directors Directors Arata Murakami Hirohisa Aoki Ikuo Suzuki Kazuo Sassa Yoshihiro Ohga Yoshihiro Shiraishi Kenji Sueyasu Toshihiko Takamoto Hiroshi Tarao Managing Directors Masato Nakamura Tatsuo Tsuchikawa Noriaki Akatsuka Seiichi Ohno Kenji Ishibe Masato Nanahara Hiroyuki Itakura Tetsuo Komori Susumu Kato Yoshiki Hama Takeo Kaneko Yoshiyuki Hamaya Noboru Taniuchi Yasuhiko Asai Kazuo Yoshihara As of June 30, 1999 103 The Tokai Bank, Limited Chubu Banking Company ORGANIZATION CHART Chubu Banking Div. Public Institutions Div., Head Office Credit Div. – I Secretariat Chubu Area Branches Career Service Dept. Personnel Div. Chubu Retail Banking Company Chubu Retail Banking Promotion Div. Chubu Area Specialty Boutiques Training & Education Dept. Tokyo Banking Company Tokyo Banking Div. Overseas Audit Dept. Public Institutions Div., Tokyo Audit Div. Branch Administration Center Credit Div. – II Kanto Area Branches Credit Review Div. Kansai Banking Company Kansai Banking Div. General Meeting of Shareholders Credit Div. – III Business Planning Div. Kansai Area Branches Corporate Business Planning Dept. Financial Institutions Div. Wholesale Banking Planning Dept. Wholesale Banking Company Head Office Credit Div. – IV Network Planning Div. Tokyo Main Office Board of Directors Board of Corporate Auditors Osaka Branch Investment Banking Planning Div. Investment Banking Company Retail Banking Planning Div. Corporate Auditors Americas Dept. International Credit Div. Overseas Branches and Offices Business Development Div. Treasury & Securities Div. Securities Investment Dept. Global Trading Div. International Trading Dept. Corporate Auditors’ Dept. Premises & General Affairs Div. Derivative & Structured Products Div. Property Management Dept. Executive Committee International Finance Div. Economic Research Div. (Business Support Unit) Customer Relations Dept. Affiliated Business Div. Customer Service Div. Tokyo Customer Relations Dept. Capital Markets Div. Osaka Customer Relations Dept. Business Information Development Div. Public Relations Div. Social Contribution Dept. International Business Promotion Div. Private Banking Promotion Div. Consumer Loan Div. ALM Div. Treasury Dept. New Airport Project Dept. (Operations Administration Unit) Risk Management Div. Nagoya Operations Center Tokyo Operations Center Corporate Planning Div. Osaka Operations Center Accounting & Comptroller’s Dept. Regional Operations Center Consumer & Housing Loan Operations Center Operations Administration Planning Div. Operations Planning Div. Tokyo Consumer & Housing Loan Operations Center Nagoya International Operations Center Tokyo International Operations Center Compliance Div. Legal Dept. Osaka International Operations Center Markets Operations Dept. Credit Planning Div. Corporate Research Dept. Systems Div. Systems Administration Dept. (Loan Promoting Unit) Credit Div. Credit Management Div. 104 The Tokai Bank, Limited Credit Management Center 105 The Tokai Bank, Limited INTERNATIONAL DIRECTORY Senior Managing Director, President of Investment Banking Company ................................................... Arata Murakami Managing Director, Member of the Board of Directors ......................................................................................Yoshio Hirata (responsible for investment banking planning, international credit, treasury & securities) Director............................................................................................................................................................................. Kenji Ishibe (responsible for global trading, international finance, derivative & structured products) INVESTMENT BANKING PLANNING DIVISION PLANNING GROUP BUSINESS ADMINISTRATION GROUP IT PLANNING GROUP ACCOUNTING GROUP AMERICAS DEPT. General Manager .......................................... Yasuyuki Kato Deputy General Manager ........................ Nobuyuki Hidaka Planning Deputy General Manager .......................... Satoshi Todo Assistant General Manager ........................ Hiroshi Goto Business Administration Deputy General Manager .......................... Akira Komori Assistant General Manager............ Toshiyuki Miyawaki IT Planning Assistant General Manager ........... Yasuhiko Morinaga Accounting Assistant General Manager ................... Kunihiko Nakai Americas Dept. (Located in New York) Head of Americas ................................... Shinichiro Mizuno Deputy General Manager and Chief of Americas Dept. ........................... Yasushi Goto General Counsel and Deputy General Manager ................ George T. Bujarski Assistant General Manager............................. Hidetoshi Cho INTERNATIONAL CREDIT DIVISION CREDIT PLANNING GROUP AMERICAS & EUROPE GROUP ASIA GROUP PROJECT & LOAN ADMINISTRATION GROUP General Manager ...................................... Reijiro Yamazaki Credit Planning Assistant General Manager ................... Masaaki Kotani Senior Manager (New York) .......... Toshihiro Yabuuchi Americas & Europe Deputy General Manager ................... Tsutomu Tezuka Senior Manager ................................. Yoshiaki Shimizu Asia Assistant General Manager ............. Shingo Kawamura Project & Loan Administration Assistant General Manager ............... Hidekazu Tanaka Senior Manager ..................................... Toshiya Ohashi 106 The Tokai Bank, Limited TREASURY & SECURITIES DIVISION QUANTITATIVE PRODUCTS GROUP INTERNATIONAL TREASURY GROUP SECURITIES INVESTMENT DEPT. General Manager ......................................... Akira Enomoto Quantitative Products Manager .......................................... Yusuke Uchiyama International Treasury Assistant General Manager ..................... Masaki Okada Securities Investment Dept. Chief of Securities Investment Dept. & Deputy General Manager .................... Shuzo Imanishi Assistant General Manager .................... Keiji Yamaoka GLOBAL TRADING DIVISION PLANNING GROUP CUSTOMER GROUP BOND TRADING GROUP INTERNATIONAL TRADING DEPT. General Manager ..................................... Kunihide Fukuda Planning Manager ..................................................... Ryohei Aiga Customer Manager .......................................... Hiroshi Yoshinami Bond Trading Manager ........................................... Masao Yamashiro International Trading Dept. Chief of International Trading Dept. & Deputy General Manager............. Hitoshi Shimamura Assistant General Manager ................ Kazuyori Nagata DERIVATIVE & STRUCTURED PRODUCTS DIVISION PLANNING GROUP DERIVATIVES MARKETING GROUP RISK ADVISORY GROUP ASSET SECURITIZATION GROUP CHUBU MARKETING GROUP General Manager ......................................... Yukiyoshi Higo Planning Deputy General Manager .......... Katsunobu Katayama Derivatives Marketing Assistant General Manager ........... Masayoshi Kitahara Risk Advisory Assistant General Manager .................. Nobuaki Mizuno Asset Securitization Assistant General Manager .................... Masataka Sato Chubu Marketing Manager ........................................... Katsuyuki Tsuzuki INTERNATIONAL FINANCE DIVISION PROJECT & STRUCTURED FINANCE GROUP STRUCTURED TRADE FINANCE GROUP CORRESPONDING BANKING GROUP General Manager ................................. Takeshi Ogasawara Project & Structured Finance Global Head ................................. Peter Higginbotham Deputy Head ................................................. William Ho Deputy General Manager .......................... Hiroyuki Kita Assistant General Manager ............ Katsuhiko Inayoshi Assistant General Manager ................... Toshihiko Goto Structured Trade Finance Global Head .................................................. Sean Aston Deputy Head ............................................. David Barnes Assistant General Manager .............. Takatoshi Haruna Corresponding Banking Manager .................................................... Enko Sueoka CAPITAL MARKETS DIVISION PLANNING GROUP BUSINESS PROMOTION GROUP EQUITY PORTFOLIO GROUP SECURITIES OPERATIONS GROUP General Manager ................................... Toshiaki Morinaga Deputy General Manager ....................... Masazumi Misumi Assistant General Manager ............................ Toshio Horide Assistant General Manager .......................... Makoto Morita BUSINESS INFORMATION DEVELOPMENT DIVISION BUSINESS PROMOTION ADVISORY REGIONAL PROJECT DEVELOPMENT ADVISORY MERGERS & ACQUISITIONS — CROSS BORDER MERGERS & ACQUISITIONS — DOMESTIC General Manager .................................... Tomohiro Kawase Business Promotion Advisory and Regional Project Development Advisory Deputy General Manager ................. Tsunehiro Tanaka Mergers & Acquisitions — Cross Border and Domestic Senior Manager .................................... Nobuyuki Nozu INTERNATIONAL BUSINESS PROMOTION DIVISION INTERNATIONAL BUSINESS PROMOTION GROUP CHINA DEPT., ASIA DEPT., FOREIGN TRADE & INVESTMENT INFORMATION DEPT. General Manager ............................................ Noboru Kano International Business Promotion Assistant General Manager (Tokyo) ......... Kazuhiko Hirao Assistant General Manager (Nagoya) ......... Toshiaki Kato Senior Manager (Osaka) ................... Hideki Yamamoto China Dept. Assistant General Manager and Chief of China Dept. ........... Tetsuya Tsunekawa Asia Dept. Senior Manager and Chief of Asia Dept. ...................... Fumikazu Ishikawa Foreign Trade & Investment Information Dept. Senior Manager ........................... Michitaka Watanabe OPERATIONS PLANNING DIVISION INTERNATIONAL OPERATIONS PLANNING GROUP FOREIGN OPERATIONS PLANNING GROUP General Manager ........................................... Shozo Somiya International Operations Planning Deputy General Manager ...................... Mikio Ishihama Assistant General Manager .................... Masahiro Kato Foreign Operations Planning Assistant General Manager ............. Toshikazu Nakano OPERATIONS ADMINISTRATION PLANNING DIVISION MARKETS OPERATIONS DEPT. CORRESPONDENTS’ ACCOUNTS SECTION SECURITIES OPERATIONS GROUP General Manager ............................................... Koji Tsuzuki Markets Operations Dept. Deputy General Manager and Chief of Markets Operations Dept. .............. Yuji Fujita Correspondents' Accounts Assistant General Manager ............. Yoshio Matsumoto Securities Operations Assistant General Manager (Tokyo) ..... Takashi Miyoshi Assistant General Manager (Nagoya) ....... Takashi Zaitu NEW AIRPORT PROJECT DEPARTMENT General Manager .................................. Hisamitsu Mizutani Assistant General Manager .......................... Kiyoto Kusano As of June 30, 1999 107 The Tokai Bank, Limited OVERSEAS NETWORK AMERICAS Overseas Offices New York Branch Park Avenue Plaza 55 East 52nd Street New York, NY 10055, U.S.A. HEAD OF AMERICAS, GENERAL MANAGER: Shinichiro Mizuno Telex: 422857 TOKAI Tel: 1-212-339-1200 Fax: 1-212-754-2153 108 The Tokai Bank, Limited Los Angeles Agency 300 South Grand Avenue One California Plaza, 7th Floor Los Angeles, CA 90071, U.S.A. GENERAL MANAGER and AGENT: Sadao Akiyama Telex: 215245 TOKAIBANK LSA Tel: 1-213-972-8400 Fax: 1-213-689-1700 Chicago Branch 181 West Madison Street, Suite 3600 Chicago, IL 60602, U.S.A. GENERAL MANAGER: Masanori Nakagawa Telex: 206269 TOKAI CGO Tel: 1-312-853-3400 Fax: 1-312-977-0003 Cayman Branch P.O. Box 707, Grand Cayman British West Indies HEAD OF AMERICAS, GENERAL MANAGER: Shinichiro Mizuno Kentucky Representative Office Turfway Ridge Office Park II, Suite 210, 7310 Turfway Road Florence, KY 41042, U.S.A. CHIEF REPRESENTATIVE: Shuji Tanaka Tel: 1-606-746-1800 Fax: 1-606-746-1799 Mexico Representative Office Paseo de la Reforma No. 199 Despacho 503, Col. Cuauhtemoc, 06500 Mexico D.F., Mexico CHIEF REPRESENTATIVE: Michihiko Nakamura Telex: 1777596 TOKBME Tel: 52-5-566-2966 Fax: 52-5-592-6538 Pasadena Office 200 E. Colorado Boulevard Pasadena, CA 91105 Tel: 1-626-577-4515 São Paulo Representative Office Rua Libero Badaro 377 Sala 910, São Paulo 01009, Brazil CHIEF REPRESENTATIVE: Michihiko Nakamura Telex: 1135366 TASL BR Tel: 55-11-3106-9071 Fax: 55-11-3106-3896 San Diego Office 4350 La Jolla Village Drive, Suite 100 San Diego, CA 92122 Tel: 1-619-404-0155 Subsidiaries Tokai Bank of California Main Office: 300 South Grand Avenue One California Plaza, 6th Floor Los Angeles, CA 90071, U.S.A. PRESIDENT: Sadao Akiyama Tel: 1-213-972-0200 Fax: 1-213-972-0204 San Francisco Office 505 Montgomery Street San Francisco, CA 94111, U.S.A. Telex: 340633 TOKAISFO Tel: 1-415-399-0660 Sacramento Office 2500 Venture Oaks Way Suite 175 Sacramento, CA 95833 Tel: 1-916-567-7076 Little Tokyo Office 333 South Alameda Street Los Angeles, CA 90013 Tel: 1-213-625-2628 Garfield Office 333 S. Garfield Avenue Alhambra, CA 91803 Tel: 1-626-570-6240 Huntington Beach Office 19006 Brookhurst Street Huntington Beach, CA 92646 Tel: 1-714-963-5651 Orange County Office 18831 Von Karman Irvine, CA 92612 Tel: 1-714-752-1133 Shigeyoshi Sato Telex: 340633 TOKAISFO Tel: 1-415-399-0660 Playa Del Rey Office 8000 West Manchester Avenue Playa del Rey, CA 90293 Tel: 1-310-823-9281 Temple City Office 9934 East Las Tunas Drive Temple City, CA 91780 Tel: 1-626-286-6550 South Bay Office 19191 South Vermont Avenue Torrance, CA 90502 Tel: 1-310-768-8895 Ontario Office 800 N. Haven Avenue Ontario, CA 91764 Tel: 1-909-989-8311 Encino Office 16027 Ventura Boulevard Encino, CA 61436 Tel: 1-818-995-7814 Fresno Office 7110 North Fresno Street Suite 330 Fresno, CA 93720 Tel: 1-559-447-6525 Tokai Bank Canada Box 84, Suite 2401 Sun Life Centre, 150 King St. West Toronto, Ontario M5H 1J9, Canada PRESIDENT: Ryuji Kurihara Telex: 3771546 TOKAIBANK TOR Tel: 1-416-597-2210 Fax: 1-416-591-7415 Tokai Finance (Curaçao) N.V. 14 John B Gorsiraweg P.O. Box 3889, Curaçao Netherlands Antilles Tokai Preferred Capital Holdings Inc. One Rodney Square 10th Floor, Tenth and King Streets Wilmington, New Castle County Delaware 19801, U.S.A. EUROPE AND MIDDLE EAST Overseas Offices London Branch One Exchange Square London EC2A 2EH, U.K. REGIONAL MANAGER FOR EUROPE, MIDDLE EAST & AFRICA, GENERAL MANAGER: Tsuneo Matsuhisa Telex: 887375/6 TOKAIL G Tel: 44-171-496-8000 44-20-7496-8000 Fax: 44-171-638-1144/1155 44-20-7638-1144/1155 Frankfurt Branch Bockenheimer Landstrasse 51-53 60325 Frankfurt/Main Germany GENERAL MANAGERS: Naoyoshi Shibamoto Rudolf Bachfeld Tel: 49-69-1700950 Fax: 49-69-17009522 Düsseldorf Branch Immermannstrasse 13 40210 Düsseldorf Germany GENERAL MANAGER: Naoyoshi Shibamoto Telex: 8586948 TKAD D Tel: 49-211-164760 Fax: 49-211-162282 Birmingham Representative Office 63 Temple Row Birmingham, B2 5LS, U.K. CHIEF REPRESENTATIVE: Hiroshi Kawai Telex: 335989 TOKBIR Tel: 44-121-616-2161 Fax: 44-121-616-2712 Brussels Representative Office Avenue Louise 283 1050 Brussels, Belgium CHIEF REPRESENTATIVE: Naoya Hisada Telex: 20446 TOKAIB Tel: 32-2-646-7940 Fax: 32-2-646-8690 Tehran Representative Office 4th Floor of a Building Registered under No. 6933/6985 No. 34/1 Haghani Expressway, Tehran, The Islamic Republic of Iran CHIEF REPRESENTATIVE: Kaoru Masuda Telex: 215254 TOKB 1R Tel: 98-21-879-1105 Fax: 98-21-879-1106 109 The Tokai Bank, Limited Bahrain Representative Office Room No. 302, 3F, Part 1 Manama Centre, Government Road P.O. Box 2217 Manama, State of Bahrain CHIEF REPRESENTATIVE: Hiroshi Tamano Telex: 7361 TOKBAH BN Tel: 973-224121 Fax: 973-224436 Subsidiaries Tokai Bank Nederland N.V. Keizersgracht 452, 1016 GD Amsterdam, The Netherlands MANAGING DIRECTOR: Yukitoshi Harayama Telex: 12606, 11664, 15626 TOKAINL Tel: 31-20-6271616 Fax: 31-20-6241872 Tokai Bank Europe plc One Exchange Square London EC2A 2JL, U.K. PRESIDENT & CEO: Motohisa Fujino Telex: 8812649 TOKEUR G Tel: 44-171-638-6030 Fax: 44-171-588-5875 Tokai Bank (Switzerland) Ltd. Nüschelerstrasse 30 8001 Zurich, Switzerland PRESIDENT: Fusayoshi Nakanishi Telex: 822244 TOK CH Tel: 41-1-212-6464 Fax: 41-1-212-6550 Tokai Bank (Deutschland) GmbH Bockenheimer Landstrasse 51-53 60325 Frankfurt/Main Germany PRESIDENT: Yuji Sugiura Telex: 4175983 TOK D Tel: 49-69-1700950 Fax: 49-69-17009522 Tokai Airfinance Europe Limited P.O. Box 301 Queen’s House Don Road St. Helier, Jersey British Isles Tokai Capital Markets Limited One Exchange Square London EC2A 2JL, U.K. PRESIDENT & CEO: Motohisa Fujino Telex: 8812649 TOKEUR G Tel: 44-171-638-6030 Fax: 44-171-588-5875 110 The Tokai Bank, Limited Hong Kong Branch (See Asia & Oceania subsidiaries) Affiliates Tokai Morgan Grenfell International Funds Management Limited 20 Finsbury Circus London EC2M 1NB, U.K. MANAGING DIRECTOR: Christopher M. Phillips Telex: 920286 MGAM G Tel: 44-171-256-7500 Fax: 44-171-826-0552 ASIA AND OCEANIA Overseas Offices Singapore Branch 80 Raffles Place, #16-01 UOB Plaza 1, Singapore 048624 Singapore DIRECTOR, HEAD OF SOUTH EAST ASIA, GENERAL MANAGER: Hirohisa Aoki Telex: 21848 TOKAIBK RS 26289/26290 (For foreign exchange) Tel: 65-5358222 Fax: 65-5355972 Hong Kong Branch 25th Alexandra House 16-20 Chater Road Central, Hong Kong HEAD OF EAST ASIA, GENERAL MANAGER: Koichi Fukamizu Telex: 85801 TOKBK HX Tel: 852-25265861 Fax: 852-28684401 Seoul Branch 17th Floor, Kyobo Building 1 Chongro 1-ka, Chongro-ku Seoul, Republic of Korea GENERAL MANAGER: Takashi Yoshida Telex: 25716 TOKAISL K Tel: 82-2-739-9810 Fax: 82-2-739-9814 Labuan Branch Level 7 (D) Main Office Tower Financial Park Labuan Jalan Merdeka Federal Territory of Labuan Malaysia GENERAL MANAGER: Masahiko Yamada Telex: MA85008 TOKLAB Tel: 60-87-408025 Fax: 60-87-419193 Kuala Lumpur Marketing Office 18th Floor, Bangunan ArabMalaysian, Letter Box No. 18A 55 Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia Telex: MA031782 TOK LMO Tel: 60-3-201-5234 Fax: 60-3-201-5239 Taipei Branch 33F Shin Kong Life Tower 66, Sec. 1, Chung-Hsiao W. Rd. Taipei, Taiwan GENERAL MANAGER: Toshiyuki Sasaki Telex: 26020 TKAIROCT Tel: 886-2-2371-8888 Fax: 886-2-2371-8000 Tianjin Branch Rm. 811, Tianjin International Building 75 Nanjing Lu, Tianjin People’s Republic of China GENERAL MANAGER: Fumio Ochiai Telex: 234203 TOKAICN Tel: 86-22-2330-4852 Fax: 86-22-2330-4660 Shanghai Branch 18th Floor, Nextage Business Center No. 1111 Pudong South Road Pudong New District, Shanghai People’s Republic of China GENERAL MANAGER: Toshihiro Ikeda Telex: 33533 TOKSH A CN Tel: 86-21-5830-6570 Fax: 86-21-5830-6450 Bangkok International Banking Facility 25th Floor, C.P. Tower Building 313 Silom Road, Bangrak, Bangkok, 10500 Thailand GENERAL MANAGER: Hitoshi Ozawa Telex: 82471 TOKAIBK TH Tel: 66-2-231-0952 Fax: 66-2-231-0955 Beijing Representative Office Rm. 3202, Jing Guang Centre Hujialou, Chaoyang District Beijing, People’s Republic of China CHIEF REPRESENTATIVE: Makoto Sugahara Telex: 22901 TOKAI CN Tel: 86-10-6597-3868 Fax: 86-10-6597-3079 Guangzhou Representative Office Room No. 510 China Hotel Office Tower Liu Hua Lu Guangzhou, People’s Republic of China CHIEF REPRESENTATIVE: Yukiyoshi Morikawa Telex: 440685 TOKAI CN Tel: 86-20-8667-7731 86-20-8666-3388 (Ext. 2519) Fax: 86-20-8667-7720 Mumbai Representative Office 81, Maker Chambers VI Nariman Point, Mumbai 400021, India CHIEF REPRESENTATIVE: Kazushige Tajima Tel: 91-22-281-0645 Fax: 91-22-281-0646 Yangon Representative Office Wizaya Plaza 5th Floor 226, U Wizara Road Dagon Township, Yangon Union of Myanmar CHIEF REPRESENTATIVE: Tamiharu Handa Tel: 95-1-248191 Fax: 95-1-243094 Manila Regional Representative Office 9th Floor, Metrobank Plaza Building Sen. Gil. Puyat Avenue Makati City, Philippines CHIEF REPRESENTATIVE: Hitoshi Matsushita Telex: 66172 TOKAI PN Tel: 63-2-818-8616 Fax: 63-2-818-3082 Ho Chi Minh City Representative Office Suite E, 9th Floor, OSIC Building No. 8 Nguyen Hue Street, District 1 Ho Chi Minh City Socialist Republic of Vietnam CHIEF REPRESENTATIVE: Hisayoshi Kikuchi Tel: 84-8-8242-230 Fax: 84-8-8241-962 Kuala Lumpur Representative Office 18th Floor Bangunan Arab-Malaysian Letter Box No. 18 55 Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia CHIEF REPRESENTATIVE: Tsuneo Horita Tel: 60-3-2380933 Fax: 60-3-2301059 Jakarta Representative Office Bapindo Plaza Tower II 25th Floor, JI. Jend. Sudirman Kav 54-55 Jakarta 12190, Indonesia CHIEF REPRESENTATIVE: Koichi Suzuki Tel: 62-21-5266830 Fax: 62-21-2590141 P.T.Tokai Lippo Bank Bapindo Plaza Tower II 25th Floor, JI. Jend. Sudirman Kav 54-55 Jakarta 12190, Indonesia PRESIDENT: Hajime Kato Telex: 60937 TOKAIL IA Tel: 62-21-5266820 Fax: 62-21-5266840 Subsidiaries Bangkok First Tokai Company Limited C.P. Tower Building 25th Floor 313 Silom Road, Bangrak Bangkok, 10500 Thailand MANAGING DIRECTOR: Hitoshi Ozawa Telex: 82187 BFTOKAITH Tel: 66-2-231-0946 Fax: 66-2-231-0955 Tokai Asia Limited (Incorporated in the Cayman Islands) 28th Alexandra House 16-20 Chater Road Central, Hong Kong MANAGING DIRECTOR and CEO: Yoshimitsu Yamagata Telex: 85214 TOKHK HX Tel: 852-2978-6888 Fax: 852-2840-0069 Tokai Australia Finance Corporation Limited 19th Level, Colonial Centre 52 Martin Place Sydney, N.S.W. 2000, Australia MANAGING DIRECTOR: Masahiro Nakajima Telex: 176327 TAFCOL Tel: 61-2-9231-6599 Fax: 61-2-9221-1775 Tokai Financial Futures (Singapore) Pte., Ltd. 80 Raffles Place, #16-01 UOB Plaza 1, Singapore 048624 Singapore DIRECTOR, HEAD OF SOUTH EAST ASIA, MANAGING DIRECTOR: Hirohisa Aoki Telex: 21848 TOKAIBK RS Tel: 65-5358222 Fax: 65-5325453 Tokai Capital Markets Limited Hong Kong Branch 28th Alexandra House 16-20 Chater Road Central, Hong Kong GENERAL MANAGER: Tamaji Ikehata Tel: 852-25372628 Fax: 852-25372578 Affiliates Hanil Leasing Company Limited 51 Sogong Dong, Coung-ku Seoul, Republic of Korea Telex: 29362 HILEASE Tel: 82-2-757-4121 Fax: 82-2-757-4845 Industrial & Commercial International Leasing Co., Ltd. Room No. 2728, Dongfang Hotel 1 Liu Hua Lu, Guangzhou The People’s Republic of China Telex: 441033 ICIL CN Tel: 86-20-8666-6248 Fax: 86-20-8666-6148 Global Business Bank Skyland Plaza, Senator Gil Puyat Avenue Corner Tindalo St., Makati City, Philippines Tel: 63-2-845-0388 Fax: 63-2-845-0393 P.T. Bapindo Loka Sentra Leasing Gedung Dana Graha 2nd Floor, Jl. Gondangdia Kecil 12-14, Jakarta 10350, Indonesia Tel: 62-21-3190-3702 Fax: 62-21-3190-3704 111 The Tokai Bank, Limited Associates Asia Financial Holdings, Ltd. Clarendon House Church Street Hamilton HM11, Bermuda Asia Commercial Bank Ltd. (owned by Asia Financial Holdings) Asia Financial Centre, 120, Des Voeux Road, Central, Hong Kong Telex: 73085 HKACB HX Tel: 852-2541-9222 Fax: 852-2541-0009 AMMB Holdings Berhad 22nd Floor Bangunan Arab-Malaysian Jalan Raja Chulan P.O. Box 10233 50708 Kuala Lumpur, Malaysia Domestic Operations Centers Nagoya Operations Center Central P.O. Box 22, Nagoya Cable Address: TOKAIBANK NAGOYA Telex: J59930 TOKAIBKA Fax: 052-211-0937 Tokyo Operations Center Central P.O. Box 134, Tokyo Cable Address: TOKAIBANK TOKYO Telex: J22277 TOKAIBK Tel: 03-3456-3318 Osaka Operations Center Central P.O. Box 435, Osaka Cable Address: TOKAIBANK OSAKA Telex: J63355 TOKAIBKA Fax: 06-226-1462 Arab-Malaysian Merchant Bank Berhad (owned by AMMB Holdings Berhad) 21st-26th Floor Bangunan Arab-Malaysian Jalan Raja Chulan P.O. Box 10233 50708 Kuala Lumpur, Malaysia Telex: MA 31167 & 31169 ABMAL Tel: 60-3-2382633 Fax: 60-3-2382842 Arab-Malaysian Bank Berhad (owned by AMMB Holdings Berhad) 18th Floor, Menara Dion Jalan Sultan Ismail 50250 Kuala Lumpur, Malaysia Tel: 60-3-2063939 Fax: 60-3-2066270 Bangkok Central Leasing Co., Ltd. 16th Floor, Sethiwan Tower 139 Pan Road, Silom Bangkok, Thailand Tel: 66-2-266-6040 Fax: 66-2-237-4492 As of June 30, 1999 112 The Tokai Bank, Limited CORPORATE DATA The Tokai Bank, Limited 21-24, Nishiki 3-chome, Naka-ku, Nagoya 460-8660, Japan Telex: J59930 TOKAIBK Tel: +81-52-211-1111 Contact: +81-3-3242-2111 (Tokyo) Investment Banking Planning Division 6-1, Otemachi 2-chome, Chiyoda-ku, Tokyo 100-8105, Japan Cable Address: TOKAIBANK TOKYO Tel: +81-3-3242-2111 Fax: +81-3-3245-1487 +81-3-3245-1489 Telex: J29234 TOKAITOK J22277 TOKAIBK SWIFT Code: TKAIJPJT URL: http://www.csweb.co.jp/TBK/ Shares Outstanding as of March 31, 1999: Common Stocks 2,251,676,394 First Preference Shares: 50,000 thousand Second Preference Shares: 150,000 thousand Third Preference Shares: 150,000 thousand Number of Stockholders:* Common Stocks: 41,746 First Preference Shares: 1 Second Preference Shares: 1 Third Preference Shares: 1 Number of Employees: Securities Traded: Transfer Agent and Registrar: Auditor: 11,094 Tokyo Stock Exchange (8321) Osaka Securities Exchange (8321) Nagoya Stock Exchange (8321) London Stock Exchange (6895341) Paris Stock Exchange (14184) Swiss Stock Exchange (765140) The Chuo Trust & Banking Co., Ltd. Deloitte Touche Tohmatsu (by Tohmatsu & Co., the Japanese member firm of Deloitte Touche Tohmatsu International) *Stockholders who hold at least 1,000 shares. As of March 31, 1999 113 The Tokai Bank, Limited Printed in Japan